TODAY’S WRITING PRODUCTS LIMITED · 4 NOTICE NOTICE is hereby given that the Eighteenth Annual General Meeting of the members of TODAY’S WRITING PRODUCTS LIMITED will be held

TODAY’S WRITING PRODUCTS LIMITED

18th ANNUAL REPORT

2009-2010

2

CONTENTS

PAGE

Company Information 3

Notice 4

Corporate Governance Report 6

Director’s Profile 15

Directors' Report 16

Management Discussion & Analysis 20

Auditors' Report 22

Balance Sheet 25

Profit and Loss Account 26

Cash Flow Statement 27

Schedules 28

Notes on Accounts 34

Consolidated Accounts

lAuditors’ Report 43

lBalance Sheet 44

lProfit and Loss Account 45

lCash Flow Statement 46

lSchedules 47

lNotes on Accounts 53

Statement pursuant to Section 212 of the Companies Act, 1956 56

Financial Statements(Subsidiaries)

lToday’s Stationery Mart Limited 57

lToday’s Infrastructure and Construction Limited 74

lToday’s Fluid Technologies Limited 88

Attendance Slip / Proxy Form 99

3

COMPANY INfORMATION

BOARD Of DIRECTORS : Mr. Rajesh Kumar Drolia Chairman Mr. Ronald Netto Managing Director Mr. Pushpak Chavan Whole Time Director Mr. Sunil Agarwal Whole Time Director Mr. Mukesh Gupta Director (Resigned w.e.f 30/08/2010) Mr. Rahul Gupta Director Mr. Shreedhar Parande Director Mr. Sunil Kedia Director (Resigned w.e.f 30/08/2010)

BANKERS : State Bank of India Bank of India HSBC Limited ICICI Bank Limited Axis Bank Limited

AUDITORS : M/s. Ajay Shobha & Co. Chartered Accountants

LOCATIONS :-REGISTERED OffICE : Survey No. 251/2, Valsad Falia, Near Jain Temple, Dadra, Dadra & Nagar Haveli, (U.T.) - 396193, India Tel No. : 0260-2668574 / 2668538 Fax No. : 0260-2668536 Email : [email protected]

ADMINISTRATIVE OffICE : 201, Hari Om Chambers, B-16, New Link Road, Andheri (W), Mumbai – 400 053 Tel No. : 022-66954900 Fax No. : 022-66954910 Email : [email protected]

WORKS : Survey No. 251/2, Valsad Falia, Near Jain Temple, Dadra, Dadra & Nagar Haveli, (U.T.) - 396193, India

REGISTRAR & TRANSfER AGENT : SATELLITE CORPORATE SERVICES PVT. LTD. B-302,Sony Apartment, 3rd Floor, Opp, St. Jude High School, Andheri-Kurla Road, Sakinaka,Jarimari,Mumbai - 400 072. Tel No. : 022-28520461 / 28520462 Fax No. : 022-28511809 Email : [email protected]

4

NOTICE

NOTICE is hereby given that the Eighteenth Annual General Meeting of the members of TODAY’S WRITING PRODUCTS LIMITED will be held at the Registered Office of the Company at Survey No. 251/2, Valsad Falia, Near Jain Temple, Dadra – 396 193, D. & N. H. (UT) on 29th September, 2010, Wednesday at 9.00 a.m. to transact the following business:

ORDINARY BUSINESS:

1. To receive, consider and adopt the Balance Sheet as at 31st March, 2010 and the Profit & Loss Account for the year ended on that date together with the report of Directors’ and Auditors’ thereon.

2. To appoint a director in place of Mr. Rajesh Kumar Drolia, who retires by rotation, and being eligible offers him self for re-appointment.

3. To appoint M/s. Ajay Shobha & Co., Chartered Accountants as Statutory Auditors of the Company, to hold office from the conclusion of this Annual General meeting until the conclusion of the next Annual General Meeting and to fix their remuneration.

For and on behalf of th Board

Sd/- (Rajesh Kumar Drolia)

Chairman

Regd. Office :Survey No.251/2, Valsad Falia, Near Jain Temple,Dadra, Dadra & Nagar Haveli, (U.T.)-396 193Date: 30/08/2010

NOTES :

1. A MEMBER ENTITLED TO ATTEND AND VOTE AT THE MEETING IS ENTITLED TO APPOINT A PROXY TO ATTEND AND VOTE ON A POLL INSTEAD OF HIMSELF, AND THE PROXY SO APPOINTED NEED NOT BE A MEMBER OF THE COMPANY. IN ORDER TO BE EFFECTIVE, PROXY FORM MUST BE LODGED WITH THE COMPANY NOT LESS THAN 48 HOURS BEFORE THE COMMENCEMENT OF THE MEETING..

2. The register of members and the share transfer books of the Company will remain closed from 25th September 2010 to 29th September, 2010 (both days inclusive).

3. As per provision of the Section 205A read with Section 205C of the Companies Act, 1956 the Company is required to transfer unpaid dividends remaining unclaimed and unpaid for a period of 7 years from the due date(s) to the Investor Education and Protection Fund (IEPF) set up by the Central Government. Accordingly the unclaimed dividends up to financial year 2001-2002 have been transferred to the said fund. Unclaimed dividend for the year 2002-2003 is due for transfer to IEPF on or before November 03, 2010. Those members who have not encashed their dividend warrants(s) for the said year are requested to make the claims to the Company or M/s. Satellite Corporate Services Pvt. Ltd. It may be noted that once the unclaimed dividend is transferred to the IEPF as above, no claim shall lie against the IEPF or the Company in respect of any amounts which were unclaimed/unpaid for a period of seven years from the dates that they first became due for payment and no payment shall be made in respect of any such claims.

4. Members are requested to bring their copy of the Annual Report along with them as copies of the report will not be distributed at the meeting.

5. Members desirous of asking any questions at the Annual General Meeting are requested to send in their questions so as to reach the Company at least 10 days before the Annual General Meeting so that the same can be suitably replied.

6. Members/Proxies are requested to produce the Attendance Slip at the entrance of the Hall.

7. Members are requested to intimate change of address, if any, to the Company quoting reference of their Registered Folio Number.

8. The Members holding shares in dematerialized form, may please note that while opening a depository account with participants, they may have given their bank account details, which will be printed on their dividend warrants. However, if Members want to change/ correct the bank account details, they should sent the particulars to their depository participant with MICR code. The Company will not entertain any direct request from Members for deletion/ changes in the bank account details furnished by the Depository Participants to the Company.

5

NOTICE

9. As required under Clause 49 (IV) of the Listing Agreement the details of the appointment of new Director or re-appointment of a Director.

Sr.No Name Age Education Qualification

Experience Other Directorship and Members of Committee

No. Of Shares held as on 31/03/2010

1 Mr. Rajesh Kumar Drolia 50 Commerce Graduate 28 years in the Writing Instruments industry

Today’s Infrastructure and Construction Limited

Today’s Stationery Mart Limited

Today’s Fluid Technologies Ltd

L.T. Space Solution Pvt. Ltd

11,28,419

for and on behalf of the Board

(Rajesh Kumar Drolia) Chairman

Regd. Office :Survey No.251/2, Valsad Falia, Near Jain Temple,Dadra, Dadra & Nagar Haveli, (U.T.)-396 193Date : 30/08/2010

6

CORPORATE GOVERNANCE REPORT

Pursuant to Clause 49 of the Listing Agreement, a Report on Corporate Governance is given below:

1. Company’s philosophy on Code of Governance

Corporate Governance is concerned with creation of long-term value for shareholders while at the same time balancing interests of other stakeholders, viz. Employees, Creditors, Government and the Society, at large. Corporate Governance is crucial to the very existence of a Company as it builds confidence and trust.

The Company is committed to good Corporate Governance i.e., to achieve business excellence and add shareholder value following desired disclosure practices and sound decision-making achieved through harmonious interactions amongst the Board of Directors, its Committees and Senior Management. Transparency is the key guiding principle for all decisions, transactions and policy matters.

Good Corporate practices guiding the Company ensured that persons having vast professional experience in various functional areas are appointed on the Board of Directors. Similarly, the Committees are headed by independent directors having expertise in the related areas.

2. Board of Directors

The present strength of the Board is six Directors. The Board comprises of Three Executive Director, and three Non-Executive Directors including 2 Independent Directors. Today’s believes that the shareholders must know the details of Board Meetings as well as details of participation by the Company’s Directors to understand fully the contributions made by their Directors. Today’s has, therefore, decided to make full disclosure on the Board Meetings as well as attendance record of all Directors on the Board.

The Present strength of the Board:-

Sr. No. Name of Director Designation CategoryI Mr. Rajesh Kumar Drolia, Chairman Non-Executive Director (Promoter)II Mr. Ronald Netto Managing Director Executive DirectorIII Mr. Pushpak Chavan Whole time Director Executive DirectorIV Mr. Sunil Agarwal Whole time Director Executive DirectorV Mr. Rahul Gupta Director Non-Executive & Independent DirectorVI Mr. Shridhar.M. Parande Director Non-Executive & Independent Director

Attendance of each Director in the meetings of Board of Directors and in Annual General Meeting is given below:

Eight Board Meetings were held during the financial year 2009-10 on the following dates:

April, 2009 to June, 2009

July, 2009 to September, 2009 October, 2009 to December, 2009

January, 2010 to March, 2010

13/04/2009 30/07/2009 29/10/2009 29/01/201029/04/200913/05/200927/05/200930/06/2009

The record of attendance of Directors at Board Meeting held in financial year 2009-10 and their memberships to the committees of the Board is as under:

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Name No. of Board

Meetings Attended

Attendance At the AGM

No. of Directorship

in other Public Limited

Companies

No. of Committee position held in other public Limited

Companies

Share holding by the Director

as on 31/03/2010

Chairman MembersMr. Rajesh Kumar Drolia 8 Yes 3 Nil Nil 11,28,419Mr. Mukesh Gupta # 5 No. Nil Nil Nil 100Mr. Rahul Gupta 5 Yes Nil Nil Nil 0Mr. Ronald Netto 8 Yes 3 Nil Nil 20,000Mr. Pushpak Chavan 7 No. 2 Nil Nil 0Mr. Sunil Agarwal 8 Yes Nil Nil Nil 0Mr. S. M Parande * 4 No 7 2 Nil 0Mr. Sunil Kedia * # 2 No. 1 Nil Nil 0

* Appointed w.e.f, 27th May 2009

# Resigned w.e.f 30th August, 2010

Except clause 49(1A) regarding composition of Board of Directors the Company has complied with the all conditions of Corporate Governance as stipulated in the Listing Agreement.

3. Audit Committee

To provide assistance to the Board of Directors of the Company, the Audit Committee was constituted. It consists of Chairman and two other Directors. The Audit Committee provides direction to and oversees the Audit and Risk Management functions, reviews the financial accounts, interact with statutory auditors and reviews matters of special interest. The terms of reference of the Audit Committee as stipulated by the Board are as follows:

1. To review reports of the Internal Audit Department and recommend to the Board to decide about the scope of its working including the examination of major items of expenditure.

2. To meet statutory and internal auditors periodically and discuss their findings, suggestions and other related matters.

3. To review the auditors’ report on the financial statements and to seek clarification thereon, if required, from the auditors.

4. To review the weakness in internal controls, if any, reported by the internal and statutory auditors and report to the Board the recommendations relating thereto.

5. To act as a link between the statutory and internal auditors and the Board of Directors.

6. To recommend a change in the auditors if in the opinion of the Committee the auditors have failed to discharge their duties adequately.

7. Reviewing the Company’s financial and risk management policies and looking into reasons of substantial defaults, if any, of non payment to stakeholders.

8. And, generally all items listed in Clause 49(II) (D) of the Listing Agreement.

The composition of the Audit Committee as on 31st March, 2010 and attendance of the members in the meeting held during the financial year 2009-10 are as under:

Sr. No. Name of Director No. of Committee Meetings attended1 Mr. S. M Parande (Chairman) 42 Mr. Rahul Gupta 53 Mr. Ronald Netto 44 Mr. Mukesh Gupta * 1

* Resigned from the Audit Committee w.e.f 30th June, 2009

8


The Audit Committee was functioning under the chairmanship of Mr. Rahul Gupta till 30th June 2010 Subsequently Mr. S. M Parande was appointed as the chairman of the Audit Committee w.e.f 30th June, 2010.

During the year under review, five meetings of the Audit Committee were held. Group Chief Financial Officer and Statutory Auditors are permanent invitees. Executives of the Finance, Accounts, Secretarial, internal Audit and other departments are invited on need basis.

4. Investors’/Shareholders’ Grievance Committee

The Investors’ Grievance Committee is headed by Mr. Rahul Gupta, an Independent Non - Executive Director. Five meetings of the Investors’ Grievance Committee were held which were attended by the members of the Committee as stated below.

The composition of the committee during the year 09-10 and attendance of the members in the meeting held during the financial year 2009-10 are as under:

Sr. No. Name of Director No. of Committee Meetings 1 Mr. Rahul Gupta (Chairman) 52 Mr. Ronald Netto 53 Mr. Mukesh Gupta* 54. Mr. Sunil Agarwal # -

* Resigned from the Board w.e.f 30/08/2010

# Appointed the member of the Committee w.e.f 30/08/2010

The Company has dealt with all complaints and queries received from its shareholders in accordance with law. It is the Company’s endeavor to promptly attend to all complaints and queries. The Company had received 16 complaints in respect of Transfer, Dividend, and Change of Address during the year. No complaint is pending as on 31st March, 2010 .Mr. Sanjay Mishra functions as the compliance office of the Company.

5. Remuneration Policy:

The Remuneration policy takes in to account Company’s financial position, the grade and the position held by the incumbent concerned and his overall performance.

Remuneration of the Directors as per Accounts as per Accounts for the financial year ended 31st March 2010

Name All elements of remuneration package i.e salary, benefits, bonuses, pension etc.(In Rs.)

Fixed component and performance linked incentives along with the performance criteria ( In Rs.)

Service contracts notice period severance fees

Stock option details,

Mr. Sunil Agarwal 7,20,000 Nil Please see Note ‘a’ Please see Note ‘a’

a . Presently the Company does not have any stock Option Scheme.

Non Executive Directors of the Company are only entitled to the sitting fees for the meeting of the Board of Directors attended by them.

6. General Body Meetings

During the last three years General Meetings of the Company were held at Survey No. 251/2, Valsad Falia, Near Jain Temple, Dadra, D & N.H. (U.T.) – 396 193 on the following dates :

Year AGM/EOGM Date Special Resolutions PassedJan. 2006- March, 2007 15th AGM 29th September,2007 NILApril 2007 March 2008 16th AGM 29th September,2008 NILApril 2008 -2009 E.O.G.M 26th May, 2008 1April 2009-2010 17th AGM 29th September, 2009 NIL

NB: None of the Special Resolutions were required to be put through Postal ballot.

9


7. Disclosures

Disclosure on materially significant related party transaction i.e. transactions of the Company of material nature, with its promoters, the directors or the management, their relatives etc. that may have potential conflict with the interests of the Company at large.

None of the transactions with any of the related parties were in conflict with the interests of the Company. Further details of Related party transaction are presented at Note No.2 (8) of schedule 16 of stand alone Accounts of the Company.

Details of non-compliance by the Company, penalties, and strictures imposed on the Company by Stock Exchanges, or SEBI or any statutory authority, on any matter related to capital markets, during the three years.

The Company has complied with the requirements of regulatory authority on matters related to capital market and no penalties/ stricture have been imposed against the Company during the last three years.

8. Implementation of Code of Conduct for Insider Trading:

Today’s has adopted Code of Conduct for Insider Trading and is based on the SEBI framework and is stringent than the statutory code being enforced by the SEBI. Today’s follows strict guidelines in respect of insiders’ stock trading and related disclosures. Mr. Sanjay Mishra, an officer is designated as the Compliance Officer to over see its implementation. Periodic disclosures have been obtained from all the Directors and ‘Designated Employees’. Under the aforesaid code all Directors and Designated Employees are required to conduct all their dealing in securities of the Company only in valid trading window after obtaining pre clearance from the Company as per the pre dealing procedure described in the Code.

Further, all the Board Members and senior management personnel (as per clause 49) have affirmed compliances with Code of Conduct. A declaration to this effect duly signed by the CEO forms part of this report.

9. Secretarial Audit for reconciliation of Capital.

As stipulated by SEBI, a Chartered Accountant carries out Secretarial Audit to reconcile the total admitted capital with National Securities Depository Limited and Central Depository Services (India) Limited and the total issued and listed capital. This audit is carried out every quarter and the report thereon is submitted to the Stock Exchanges. The audit confirms that the total Listed and paid up Capital is in agreement with the aggregate of the total number of Shares in dematerialized form (held by NSDL and CDSL) and total number of Shares in physical form.

10. Means Of Communication

Half Yearly report As the Financial results of the Company are published in the news papers and press release is issued in leading newspapers, a separate half yearly report is not sent to each shareholder.

Quarterly Results The quarterly results of the Company are published in accordance with the requirements of the Listing Agreement of the Stock Exchanges where the company’s shares are listed.

Newspapers in which results are normally published

Daman Ganga Times/ Free Press Journal / Nav-Shakti

Any Website, Where displayed www.todays-pens.comPresentations made to institutions investors or analysts

Yes

Whether Management Discussions and Analysis Report is a part of Annual Report

Yes

Whether Corporate Governance Report forms Part of the Annual Report

Yes

11. Non Mandatory Requirements

The Company has so far not implemented other requirements of the code of Corporate Governance. which are not mandatory in nature.

10


GENERAL SHAREHOLDERS’ INfORMATION 18th Annual General Meeting

Date & Time : 29th September, 2010 at 9.00 A.M

Survey No. 251/2, Valsad Falia,

Venue Near Jain Temple, Dadra,

D & N.H. (U.T.) - 396 193

financial Calendar (Tentative) Financial Year : 1st April to 31st March

Financial reporting for the quarter ending June 30, 2010 : By August 14,2010

Financial reporting for the quarter ending September 30, 2010 : By November 14,2010

Financial reporting for the quarter ending December 31, 2010 : By February 14, 2011

Financial reporting for the quarter ending March 31, 2011 : By May 15, 2011

Book Closure Date : 25th September, 2010 to 29th September, 2010 (both days inclusive)

Registered Office : Survey No. 251/2, Valsad Falia,

Near Jain Temple, Dadra,

D & N.H. (U.T.) - 396 193

Tel.: (0260) 2668538, 2668574, 2668884

Fax : (0260) 2668536

E-mail : [email protected]

website : www.todays-pens.com

Listing on Stock Exchanges at : Bombay Stock Exchange Ltd.

National Stock Exchange of India Ltd.

Note : Listing fees to all above stock exchanges have been paid for the year 2010-2011

Stock CodeBSE 531830NSE TodaysDemat ISIN Numbers for INE 944B01019

STOCK MARKET DATA The monthly high and low closing prices and the average volume of shares traded during the year April’ 09 to March 10.

Bombay Stock Exchange Limited (BSE) National Stock Exchange of India Ltd (NSE) High Rs. Low Rs. Average

Volume TradedHigh Rs. Low Rs. Average

Volume TradedApril-09 26.00 19.50 4,424 26.00 18.50 3,411 May-09 37.00 22.25 5568 36.60 21.00 5,276 June-09 37.35 27.70 8599 37.35 27.65 10,317 July-09 29.95 20.65 6567 29.75 20.60 11,553 August-09 31.90 22.00 7892 31.50 21.75 19,075 September-09 40.30 27.00 93969 40.00 26.70 165,231 October-09 40.70 24.30 61492 43.40 24.00 118,456 November-09 30.70 22.10 48763 30.95 22.10 81,969 December-09 30.50 21.00 220440 28.90 23.25 260,372 January-10 30.80 22.20 220364 29.95 21.60 315,006 February-10 26.45 20.10 106,293 26.50 20.10 123,841 March-10 23.45 16.05 65,468 23.20 16.00 117,999

11


DIVIDENDSShareholders who have not encashed their Dividend instruments (for earlier periods) may approach our Registrar & Transfer Agent M/s. Satellite Corporate Services Pvt. Ltd, Mumbai for issue of cheques/Demand drafts in lieu of dividend instruments quoting the Folio No / Client Id. Please note that as per Section 205 (a) as per Companies Act, 1956 dividend which remains unpaid/unclaimed over a period of 7 years has to be transferred by the company to the Investor Education & Protection Fund (IEPF) and no claim shall lie for such unclaimed dividends from IEPF by the members. Year wise details of the amount to be transferred to IEPF are given below.

Year Dividend Type Dividend Paid Percentage (%) Due date for transfer to the Investor Education and Protection Fund

2002-03 Final 6% 05/11/20102003-04 Final 6% 04/11/20112004-05 Final 15% 03/11/20122005-06 Final 10% 04/11/20132006-07 Final 5% 04/11/20142007-08 Final 5% 04/11/2015

Distribution of Shareholding as on : 31.3.2010 31.03.2009

No. of Equity Shares held

No. of Share

holders

% of Share holders

No. of Shares

Held

% Share holding

No. of Share

holders

% of Share holders

Held

N. of shares

% Share holding

1 – 100 2989 40.24 204519 1.60 2288 56.04 153889 1.20101 – 200 998 13.44 184255 1.44 525 12.86 95921 0.75201 – 500 1643 22.12 638939 4.99 678 16.61 251007 1.96501 – 1000 889 11.96 752236 5.87 296 7.25 240337 1.881001 – 5000 683 9.19 1562934 12.20 197 4.82 463267 3.615001 – 10000 115 1.55 875725 6.83 45 1.10 349011 2.7210001 and above 111 1.50 8594692 67.08 54 1.32 11259868 87.88Total 7428 100 12813300 100 4083 100 12813300 100

* Both in physical & demat form

Categories of Shareholding as on :

31.3.2010 31.03.2009Category No. of

Share holders

% of Share holders

No. of Shares

Held

% Share

holding

No. of Share

holders

% of Share holders

No. of Shares

Held

% Share

holdingPromoters 19 0.26 3818541 29.80 19 0.46 7622428 59.49Individuals 6959 93.68 4997082 39.00 3705 90.74 2400106 18.73Banks & FI’s 2 0.03 641814 5.01 2 0.05 641814 5.01Corporate 395 5.32 3229299 25.20 207 5.07 1855111 14.48NRI & OCBs and others 53 0.71 126564 0.99 150 3.67 293841 2.29Total 7428 100.00 12813300 100.00 4083 100 12813300 100

Registrars and Transfer Agents (Share transfer and communication regarding share certificates, dividends and change of address) :

Satellite Corporate Services Pvt. Ltd.B-302,Sony Apartment, 3rd Floor, Opp, St. Jude High School,Andheri-Kurla Road, Sakinaka,Jarimari,Mumbai - 400 072.Tel No. : 022-28520461 / 28520462Fax No. : 022-28511809Email : [email protected]

12


Shares held in Physical & Dematerialized form:

Breakup of physical and dematerialized shares as on March 31, 2010:

Mode Shares ShareholderNo. of Shares % to total shares No. of Shareholder % to total Shareholders

Physical 3,04,117 2.37 782 10.52Electronic 1,25,09,183 97.63 6646 89.48Total 1,28,13,300 100 7428 100NSDL 93,95,545 73.33 4098 55.18CDSL 31,13,638 24.30 2548 34.30

Details on use of public funds obtained in the last three years

: No funds have been raised from Public except Preferential allotment of warrants made to promoters/others in the last three years. This fund has been utilized for the object for which fund has been raised

Plant Locations : Survey No. 251/2, Valsad Falia, Near Jain Temple, : Dadra, D & N. H. (U.T.) – 396 193

Investor Correspondence (a) For Shares held in Physical Form Satellite Corporate Services Pvt. Ltd. B-302,Sony Apartment, 3rd Floor, Opp, St. Jude High School, Andheri-Kurla Road, Sakinaka,Jarimari,Mumbai - 400 072. Tel No. : 022-28520461 / 28520462

Fax No. : 022-28511809 Email : [email protected]

(b) For shares held in Demat Form To the Depository Participants

(c) For any other query Mr. Sanjay Mishra. Compliance Officer, Today’s Writing Products Limited Survey No. 251/2, Valsad Falia, Near Jain Temple, Dadra, D & N.H. (U.T.) - 396 193 Tel. : (0260) 2668538, 2668574, 2668884 Fax : (0260) 2668536 E-mail : [email protected]

13


Per Share Data :

Particulars 2009-2010 2008- 2009 2007- 2008 March 2007 (15 Months)

Net Earnings (Rs. Lacs) (3453.80) (3090.43) 1367.09 1212.70Cash Earnings (Rs. Lacs) (3072.92) (2502.63) 1860.84 1739.46EPS (Rs.) (26.95) (24.12) 9.98 7.57CEPS (Rs.) (23.98) (19.53) 14.52 14.52Dividend Per Share (Rs.) - - 0.50 0.50Dividend Payout (%) - - 5% 5%Book Value Per Share (Rs.) 13.57 40.53 63.40 54.00Sales Per Share 49.25 200.04 168.72 150.51Price to Earnings (x)* - - 6.81 7.07Price to Cash Earnings (x)* - - 4.68 3.68Price to Book Value (x)* 1.18 0.5 1.07 0.99

DECLARATION

I, Ronald Netto, Managing Director of Today’s Writing Products Limited hereby declare that all the members of the Board of Directors and the Senio r Managment Personnel have affirmed compliances with the Code of Conduct for the year ended 31st March, 2010.

BY AND ON BEHALf Of THE BOARD

Ronald Netto Managing Director

Place : DadraDate:- 30/08/2010

14

AUDITORS’ CERTIfICATE ON CORPORATE GOVERNANCE

To the Members of Today’s Writing Products Limited

We have examined the compliance of conditions of Corporate Governance by Today’s Writing Products Limited, for the period ended 31st March, 2010, as stipulated in clause 49 of the Listing Agreement of the said Company with the stock exchanges in India.

The compliance of conditions of corporate governance is the responsibility of the management. Our examination has been limited to a review of procedures and implementation thereof, adopted by the Company for ensuring the compliance of the conditions of the Corporate Governance as stipulated in the said clause. It is neither an audit nor an expression of opinion on the financial statements of the Company.

In our opinion and to the best of our information and according to the explanations given to us and the representations made to us by the directors and the management, we certify that except clause 49 (1A) of Listing Agreement regarding composition of Board of Directors, the Company has complied with the conditions of Corporate Governance as stipulated in clause 49 of the above mentioned Listing Agreement.

We state that as per the records maintained by the Registrars and Share Transfer Agents of the company and presented to the Shareholders / Investor Grievance Committee, no investor grievances received during the year ended March 31, 2010, were remaining unattended / pending against the Company for a period exceeding thirty days.

We further state that such compliance is neither an assurance as to the future viability of the Company nor of the efficiency or effectiveness with which the managements has conducted the affairs of the Company.

For AJAY SHOBHA & CO. Chartered Accountants

(AJAY GUPTA) Partner M. No. 053071 Place: Mumbai Dated: 30th August, 2010

15

DIRECTORS PROfILE

Mr. Rajesh Kumar Drolia, Chairman

Mr. Rajesh Kumar Drolia (50 years) is a Commerce graduate and a self-made young and dynamic entrepreneur having 27 years experience in the Writing Instruments Industry. A first generation entrepreneur, he actively participates in effective segmentation of the market and comes out with new concepts and innovative designs. His main strength and ability to innovate and bring new designs, models and concepts, suitable for every segment of the market. Under his leadership the Company has achieved tremendous growth & aims for more and more growth.

Mr. Ronald Netto, Managing Director

Mr. Ronald Netto (50 years) is an experienced strategist, who began his career in the creative field. As advertising professional, he has experience of launching over 100 successful brand-building campaigns. He runs a successful advertising and marketing consultancy agency. Over 2 decades, as a strategist he has gained experience in the fields of Finance, Advertising, Marketing and Corporate Management. He is active in corporate planning and new project planning and development.

Mr. Rahul Gupta, Non Executive Director & Independent Director

Mr. Rahul Gupta (45 years) is a Commerce graduate having vast experience in the field of marketing, designing and communication. His practical experience in the field of marketing is very helpful in forming various marketing strategies

Mr. Pushpak Chavan, Executive Director

Mr. Pushpak Chavan (42 years) A Master in International Trade from University of Houston, USA and a qualified commercial pilot. He has been actively involved in several industries including oil and gas, electronics, construction and hospitality. He played a key role in finance activities ranging from debt raising, equity funding and M & A. His vast experience will be helpful for the company in all spheres in the business.

Mr. Sunil Agarwal: Executive Director

Mr. Sunil Agarwal (49 years) is a Commerce graduate, having 29 years experience in production, quality Control and mould manufacturing in the writing instrument Industry. His practical experience will be very helpful in technical up-graduation and optimum capacity utilization.

Mr. Shridhar Parande : Non Executive & Independent Director

Mr. Shridhar Parande (72 years) is a B.S.C gold Medalist along with other high profile qualifications like M. Sc., LLB, LLM. CAIIB, AIB. (London), Diploma in German Language, Certificate in French Language. While working with SBI in the capacity of GM he was responsible for setting up of first 100% inter national business banking branch in India. Worked with many other reputed corporate/Companies and was instrumental in their diversification and growth .He was responsible for setting up first mutual fund in the country and launched offshore funds of over us $ 250 million in collaboration with Morgan Stanley’s. 8 Associated with three majors group such as Hinduja’s, Mittal’s and Mafatlals. He is also holding directorship in various reputed listed and unlisted companies. His vast experience in the field of banking, finance and administration will be helpful for overall administration of the company and group.

16

DIRECTORS’ REPORT

To, The Members,Your Directors are pleased to present the Eighteenth Annual Report together with the Audited Accounts of the Company for the year ended 31st March 2010.

fINANCIAL RESULTS THE COMPANY’S FINANCIAL RESULTS FOR THE YEAR UNDER REVIEW ARE AS UNDER:

(Rs. in Lakhs)

March 2010

March 2009

Sales and Other Income 6533.16 25725.51Profit/(Loss) Before Depreciation, Interest, Tax, Extra Ordinary Item and Appropriation (1224.03) (2158.52)Less : Depreciation 772.34 587.80Interest / Finance Charges 1848.89 1310.65Profit/(Loss) Before Tax and Extra ordinary item (3845.26) (4056.97)Less : Provision for Taxation - Current - - - Deferred - Fringe Benefit

(391.47)-

(974.44)7.90

--

Profit/Loss) After Tax (3453.79) (3090.43)Balance brought forward from previous year 2094.44 5184.87Amount available for appropriation (1359.35) 2094.44Balance carried to Balance Sheet (1359.35) 2094.44

DIVIDEND In view of losses, your directors do not recommend any dividend for the year.

PERfORMANCE During the year under review your Company achieved net sales of Rs 63.11 Crores (previous year Rs.256.32 Crores) and incurred net loss of Rs. 34.54 Crores (previous year 30.90 crores). During the year the Company has entered in to a consolidation phase and the focus largely has been on cost cutting and other measures and augmenting the working funds to ensure that the order position is met. The concern of market risk has been addressed by setting up distributor limits for exposure and stopping supplies wherever there was a problem of bad debt. Further, the process of analysis of debtors and taking corrective action to realize or settle the accounts was set in motion. Further, provision of Rs15.80Crs has been made to ensure that greater focus is given on these doubtful debts.

OUTLOOKThe outlook for the industry is optimistic. With more and more international players keen to participate in the domestic growth story of writing instruments due to critical mass and competitive edge attained by this industry in India, the reality of this particular sector becoming the hub for the world is not far away. Simultaneously there is a greater acceptance of the products in the international market. Coupled with the strengthening of the yuan and the better writing quality that the Indian companies have been providing the export market is on an exponential growth path. Your company has during the past four years done lot of ground work to tap this market and currently we are exporting to 16 countries and detailed plans have been drawn up to give further thrust to exports.

On the domestic front, the education and literacy drive of the Government and the increase in per capita GDP in India are creating a platform for a structural growth phase. We are in a virtuous cycle now. We feel confident. And our confidence stems from the team we have built that is passionate about the business we are in.

fINANCIAL RESTRUCTURING The Company has taken various steps to initiate and conclude a comprehensive financial restructuring. The Company, in March 2009 had submitted a restructuring proposal to all banks under the CDR mechanism .The scheme was admitted by the CDR Empowered group on 12th March 2010 and the final package has been drawn up. We expect the final package to be approved shortly. This will facilitate the smooth working of the Company and alignment of the loan repayment to the cash flow realities of the Business. We are addressing the loan repayment issues with all the non – CDR lenders and are hopeful of an early resolution.

Some lenders and creditors have initiated winding up proceedings against the company to recover their dues. The winding up proceeding instituted by HDFC, which subsequently assigned their debt to IARC has been admitted by the high court.

17

DIRECTORS’ REPORT

STATUS REPORT ON THE SUBSIDIARIES:Today’s Stationery Mart Ltd. The Company will not be opening additional stores for the time being in view of the financial constraints faced by the parent company. However, various options in terms of taking that business forward are under consideration.

Today’s Infrastructure and Construction Ltd. The effort is directed towards realizing all the investments made by this company so that same can be ploughed back to the parent company for furthering its business under the current scenario.

Today’s fluid Technologies Ltd This subsidiary has not commenced any business. The company has shelved the water project initiative as it was unviable.

Delinking Today’s Petrotech Ltd from the Company.The project had a set back due to the problems faced by the Today’s Writing Products Ltd. . The delay in project completion lead to cost escalation and a host of other problems. Further, funding of the project also was becoming difficult .Hence, in order to ensure smooth completion and for carrying on the business smoothly additional capital was infused thereby diluting the holding of your company to 37%. Further, the managing of the business is entirely done by professionals and Mr. Rajesh Kumar Drolia and Mr. Ronnie Netto has resigned from the board of Today’s Petrotech Ltd. Hence, Today’s Petrotech Ltd. is no more a subsidiary. However, as Today’s Petrotech Ltd. has a promising future your directors are hopeful of realizing excellent value for the investment at a later date.

AUDITORS M/s Ajay Shobha & Co., Chartered Accountants Statutory Auditors of the Company, retire at the ensuing Annual General

Meeting and being eligible for reappointment, they have filed a Certificate with the Company to the effect that their appointment, if made, will be within the limits specified in the subsection (1B) of Section 224 of the Companies act, 1956.

1. The auditor has made comment that the Company has defaulted in repayment of dues to banks

The Company was facing liquidity Constraints from January 2009 due to the global crisis that surfaced in Sept. 2008.The Company immediately approached its bankers with a proposal to restructure its debt given the fact that the business cycle in terms of offtake and payments had considerably slowed down. Since then a series of measures were initiated to limit the damage and the company was successful in it effort to protect its market share and shelf space. The business and the operations were restructured to meet the objectives. The lenders after detailed evaluation admitted the proposal under the CDR mechanism. Thereafter, series of meeting were held to fine tune the package. Further, a TEV study has been conducted which has established the viability of the Company and based on the same final package has been worked out by the lenders. The revised repayment to the banks and financial institution has been proposed based on the said report which your Directors are confident of meeting without any delay.

2. The auditor has made comment that statutory dues of Income tax of Rs. 584.35 Lakh, provident fund dues of Rs. 40.10 Lakh, Dividend Tax of Rs.53.27 Lakhs, Fringe Benefit Tax of Rs. 23.79 Lakh and TDS of Rs.43.68 Lakh were outstanding for a more than six month from the date they became payable.

Due to recurring losses, and the consequent liquidity constraints there is a delayed. However, it will be the endeavor of the Company to make payment of above dues as proposed in the CDR package.

3. The auditor has made comment that The Company has not comply with the Accounting standard 15 (AS-15) relating to provision for retirement benefits of employees.

The Company has accounted the same in cash basis in the books of Accounts and there is no significant and material impact on the profitability /loss of the Company but the Directors of the Company would examine the desirability of changing the method of accounting

DIRECTORS’ RESPONSIBILITY STATEMENTAs stipulated in section 217(2AA) of the Companies Act, 1956, your directors subscribe to the “Directors’ Responsibility Statement” and confirm that:

a) in the preparation of the annual accounts, the applicable accounting standards have been followed and there has been no material departure;

b) the selected accounting policies were applied consistently and the directors made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at 31st March, 2010 and the loss of the Company for the year ended on that date;

c) that proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

d) that the annual accounts have been prepared on a going concern basis.

18

DIRECTORS’ REPORT

CONSOLIDATED fINANCIAL STATEMENTIn accordance with Accounting Standard 21 issued by the Institute of Chartered Accountants of India, Consolidated Financial Statements have been provided in the Annual Report. These consolidated Financial Reports provide financial information about your Company and its subsidiaries as a single economic entity. The consolidated financial statements form part of this Annual Report.

CORPORATE GOVERNANCEPursuant to clause 49 of the Listing Agreement, a Report on Corporate Governance and a certificate from the Auditors of the Company is given separately, which forms part of this Report.

MANAGEMENT DISCUSSION & ANALYSISA separate report is appended herewith.

COMMUNITY DEVELOPMENT AND WELfARE ACTIVITIES Commitment to the development of a self-reliant community has long been a part of the Today’s. The Company has consciously laid emphasis on corporate social responsibility and also on ecology and environment protection. Our business is labour intensive and we have assembling of pens happening over a radius of 100km around Dadra. In our own small way we initiate local program for development and welfare. However, during this year the level of such activity has been low due to the Company’s liquidity constraints.

ENVIRONMENT AND INDUSTRIAL SAfETYThe Company implements all necessary measures at its plant for protection of environment and industrial safety. The Company carries out improvements regularly to ensure full compliance with statutory requirements & regulations.

RESEARCH AND DEVELOPMENT.

The R&D effort of the Company has been limited to improving quality and consistency of the product this year as a part of strategy to have specific program for overall improvement in quality to be a competitive player in the global market.

DIRECTORS In accordance with the requirements of the Companies Act, 1956, Mr Rajesh Kumar Drolia Director of the Company will retire by rotation at ensuing Annual General Meeting and, being eligible, have offered himself for re-appointment.

Mr. Sunil Kedia and Mr. Mukesh Gupta Directors of the Company have resigned from the Board due pre occupation else where, with effect from 30/08/2010 respectively. The Board placed on record their sincere appreciation for the services rendered by them during their tenure as Directors,

DEPOSITS The Company has not accepted any deposits under Section 58A of the Companies Act, 1956.

CONSERVATION Of ENERGY, TECHNOLOGY ABSORPTION AND fOREIGN EXCHANGE Statement giving the particulars relating to conservation of energy, technology absorption and foreign exchange earnings outgo as required under the Companies (Disclosure of particulars in the Report of the Board of Directors) Rules, 1988, is annexed hereto and forms part of the Report.

PARTICULARS AS PER SECTION 217 Of THE COMPANIES ACT, 1956

The Company has no employee drawing remuneration above the limit mentioned at 217 (2A) of the Companies Act, 1956 and according no statement is annexed.

ACKNOWLEDGEMENTYour Directors place on record their deep acknowledge of the dedication and commitment of employees during the challenging year. They are instrumental in your company suceeding in meeting these challenges. Your Directors express their gratitude to Government and Non Government Agencies including SEBI, Stock Exchange, Registrar of Companies, Bankers, Suppliers Agencies, Customers and shareholders for their continued co- operation and support.

FOR AND ON BEHALF OF THE BOARD

(RAJESH KUMAR DROLIA)

CHAIRMAN

Registered Office : Survey No.251/2, Valsad Falia, Near Jain Temple, Dadra, Dadra & Nagar Haveli, (U.T.)-396 193

Date: 30/08/2010

19

DIRECTORS’ REPORT

ANNEXURE TO THE DIRECTORS’ REPORTINfORMATION REGARDING THE COMPANIES (DISCLOSURE Of PARTICULARS IN THE REPORT Of THE BOARD Of DIRECTORS) RULES, 1988.CONSERVATION Of ENERGY The Company continues its efforts to improve methods of energy conservation and utilization.

DISCLOSURE Of PARTICULARS WITH RESPECT Of TECHNOLOGY ABSORPTION

I Research and Development (R & D)

1. SpecificareasinwhichR&DcarriedoutbytheCompany: Improvement in Processing Techniques Quality Improvement of Existing Products Import Substitution Development of New product Design and Moulds

2. BenefitsderivedasaresultofaboveR&D New Products have been developed and introduced in our range of Ball pens New Products have been developed and commercialized Quality Improvement of Existing Products Development of Techniques and Parameters for End Use Application and Customer Services

3. further plan of Action

Apart from the projects for development of new products, thrust is being given to import substitution in various products.

4. Expenditure in R & D (Rs. in lacs)

March 2010 Rs.

March 2009 Rs.

Recurring 1.52 1.02

II TECHNOLOGY ABSORPTION, ADAPTATION AND INNOVATION The Company has a modern state of the art Research and Development Centre constantly striving to develop new products,

patterns, designs, shapes, colour and combination thereof to cope with ever changing taste of the consumer and demand of new and innovative designs in stationery world, which improves and contributes to the technology absorption and up-gradation.

III fOREIGN EXCHANGE EARNINGS AND OUTGO March, 2010 March, 2009

(Rs. in lacs ) (Rs. In lacs) 1. fOREIGN EXCHANGE EARNINGS Foreign Exchange Earnings 313.68 248.60 2. OUTGO Of fOREIGN EXCHANGE Value of Import on C.I.f. Basis

(i) Raw Materials 244.69 539.33 (ii) Finished Goods 41.50 22.57 (iii) Capital Goods - 14.37

3. EXPENDITURE IN fOREIGN EXCHANGE 3.32 8.17

fOR AND ON BEHALf Of THE BOARD

(RAJESH KUMAR DROLIA)CHAIRMAN

Registered Office: Survey No.251/2, Valsad Falia, Near Jain Temple,| Dadra, Dadra & Nagar Haveli, (U.T.)-396 193

Date:30/08/2010

20

MANAGEMENT DISCUSSION AND ANALYSIS

Industry Structure and Development

The Indian writing instruments market today is still on the path of discovering new niches with ergonomic designed products, promotional marketing items and luxury items but in the coming years it is bound to grow tremendously not only domestically but also in it’s exports emerging as world leaders in Writing Instruments.

The stationery sector is a cluster of many sectors out of which the most prominent and important probably is the writing instruments Industry. The two most important tools of it are pen and paper. Other materials like pencil, rulers, writing pads, erasers etc also play an active role which is useful for commercial and office use.

The Industry is highly competitive due to low entry barriers The Indian industry assure product life. This is where the Indian manufacturers and exporters will have an edge over some Asian countries

Over a period this industry has seen growth in the domestic market and is now is all set to become an export oriented market. For long period China has been ruling the export market in Writing Instruments and their estimated exports is around Rs.5000 – 6000 crore. India hitherto has been looking inward and was struggling to meet its local demand with the capacity that has been established. Over the years however, India focused more on writing quality due to its discerning customers and have developed top quality tips and inks which are now exported to even countries like Japan. The Indian Export of writing instrument has been languishing in the region of Rs.250Crs. With the de reservation of the industry and a large acquisition deal happening in the industry recently, suddenly there is a great interest in the Indian Writing instrument industry. India slowly but surely is emerging as the manufacturing hub for the writing industry. The export prospects from India has opened up further with the strengthening of the yuan and the consistent superior quality that India has managed to deliver over the years.

Thus the low entry barrier though continue to remain, largely the market for the product is catered to by 6 organized players. These players have undertaken massive expansion and thus the industry which was essentially small scale and cottage in nature is acquiring an organized and large scale character with sophistication in the form of automation and controlled processes.

Opportunities and Threats, Risks and Concerns:

The opportunities due to the current structure and development are immense. The challenges are quick scale up and response to market situation. The exponential growth for players in this segment is evident. The threat is largely from international players. However, the unique challenge of distribution in India and challenges of managing the local environment and labour are possible to address only by partnering with a local player and here the 6 major players including your company is well poised. The risk perception is considerably lower since the international players are also looking at the huge Indian market which is a challenge that they would not risk to take on without a local partner in view of their experiences in the past 5 years trying to enter this market alone. Thus going forward there is a scope for a great symbiotic relationship which enables are international player to reduce cost and increase his profit in the parent company located in Europe, USA or Japan, due to cost advantages in India and the Indian player gets an opportunity to improve the technology of pen making and improve upon the pens in areas other than writing quality.

Export

The Company has exported goods worth Rs 313.67 Lacs (previous year Rs. 248.60 Lacs) of writing instruments and stationery. Your company has drawn up a five year export plan to tap the emerging opportunity in export which will be implemented beginning the financial year 2011-12.

Out Look

This has been dealt with in the Report of the Directors.

Internal Control System

The company has designed and implemented a custom designed ERP system that serves all management requirements of a Management Information System (MIS). This serves as the key source of information and analysis and is the backbone of our control mechanism. Clearly defined roles and responsibilities down the line for all managerial positions have been institutionalized. All operating parameters are monitored and controlled. Regular internal audits and checks ensure that responsibilities are executed effectively and that the MIS is flawless among a well-conceived annual planning and budgeting system.

Any material changes in the business outlook are reported to the Board. Material deviations from the annual planning and budgeting are informed to the Board on a quarterly basis. An effective budgetary control on all capital expenditure ensures that actual spending is in line with the capital budget.

21

MANAGEMENT DISCUSSION AND ANALYSIS

financial and Product wise Performance

This has been dealt with in the report of the Directors.

Human Resource Development and Industrial Relations

The Company has maintained excellent relationship with the employees and this key resource has been nurtured over a period of time.

The Company has been adopting HR practices in tune with times which are comparable to the best in the industry. Your Directors express their sincere appreciation for the dedicated efforts put in byall the employees and for their continued contribution for ensuring good performance of the Company during the year

Cautionary Statement

The statement made in this report describing the Company’s expectations and estimation may be a forward looking statement within the meaning of applicable securities laws and regulations. Actual results may differ from those expressed or implied in this report due to the influence of external and internal factors, which are beyond the control of the Company.

22

AUDITORS’ REPORT

To the Members of Today’s Writing Products Limited

We have audited the attached Balance Sheet of Today’s Writing Products Limited as at 31st March 2010, the Profit and Loss Account and the Cash Flow Statement of the Company for the year ended on that date annexed thereto. These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these financial statements based on our audit.

1. We conducted our audit in accordance with Auditing Standards generally accepted in India. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material mis-statement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion.

2. As required by the Companies (Auditors’ Report) Order, 2003 and amendment thereto issued by the Central Government of India in terms of sub-section (4A) of Section 227 of the Companies Act, 1956, and on the basis of such checks as we considered appropriate and according to information and explanation given to us, we enclose in the annexure hereto a statement on the matters specified in paragraphs 4 & 5 of the said Order to the extent applicable to company.

3. Further to our comments in the Annexure referred to in paragraph (2) above, we report that :

a) We have obtained all the information and explanations which, to the best of our knowledge and belief, were necessary for the purpose of our audit;

b) In our opinion, proper books of account as required by law have been kept by the Company, so far as appears from our examination of those books ;

c) The Balance Sheet, Profit and Loss Account & Cash Flow Statement dealt with by this report are in agreement with the books of accounts;

d) In our opinion, the Balance Sheet, Profit and Loss Account and Cash Flow Statement comply with the applicable Accounting Standards referred to in sub-section (3C) of section 211 of the Companies Act 1956,except,Accounting Standard 15 (AS-15) relating to retirement benefits of employees as referred to in notes 2(a) of schedule 16.

e) On the basis of written representations received from the directors, as on 31st March, 2010 and taken on record by the Board, we report that none of the directors is disqualified as on 31st March 2010 from being appointed as a director in terms of Clause (g) of Sub section (1) of Section 274 of the Companies Act, 1956;

f) In our opinion and to the best of our information and according to the explanations given to us, the said accounts read together with significant accounting policies and notes thereon, give the information required by the Companies Act, 1956, in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India :

i) in the case of the Balance Sheet, of the state of affairs of the Company as at 31st March , 2010;

ii) in the case of the Profit and Loss Account, of the loss of the Company for the year ended on that date.

iii) in the case of the Cash Flow Statement, of the cash flows of the Company for the year ended on that date.

For AJAY SHOBHA & CO.Chartered Accountants

(AJAY GUPTA)Partner

M. No.053071

Place: Dadra Date:- 30th August 2010

23

AUDITORS’ REPORT

ANNEXURE TO THE AUDITORS’ REPORT(Referred to in paragraph 2 of the Auditors Report of even date)

1. In respect of the Fixed Assets :-

a) The Company has maintained proper records showing full particulars, including quantitative details and situation of fixed assets.

b) The fixed assets are physically verified by the management according to a phased programme designed to cover all the items over a period of three years, which in our opinion, is reasonable having regard to the and the nature of its business. Pursuant to the programme, a portion of the fixed assets has been physically verified by the management during the year and no material discrepancies between the books records and the physical inventory has been noticed.

c) In our opinion, a substantial part of fixed assets has not been disposed off by the company during the year and the going concern status of the company is not affected.

2. In respect of Inventories:-

a) The inventory (excluding stocks with third parties and materials in transit) has been physical verified by the management during the year. In respect of inventory lying with third parties, these have been confirmed by them. In our opinion, the frequency of verification is at reasonable intervals.

b) In our opinion, the procedure of physical verification of inventory followed by the management is reasonable and adequate in relation to the size of the company and the nature of its business.

c) On the basis of our examination of the inventory records, in our opinion, the company is maintaining proper records of inventory. The discrepancies noticed on physical verification of inventory as compared to books records were not material and have been properly dealt with in the books of accounts.

3. a) As per the information and explanation given to us, the company has granted unsecured loans to three subsidiaries covered in the register maintained under section 301 of the Companies Act, 1956 on call basis. The maximum amount outstanding during the year was Rs.3090.45 Lacs and the year end balance was Rs. 2719.73 Lacs.

b) The advance given by the company is to wholly owned subsidiary and rate of interest on such advances and the terms and conditions on which these advance given are not prejudicial to the interest of the company.

c) There is no prescribed stipulation of repayment of the advance and is payable on demand and therefore question of overdue amount does not arise.

d) As per the information and explanation given to us, the company has not taken any loans, secured or unsecured, from companies, firms or other parties covered in the Register maintained under Section 301 of the companies Act 1956. Consequently clause 4 (iii) (f) & (g) of the Order is not applicable.

4. In our opinion and according to the information and explanations given to us, there are adequate internal control procedures commensurate with the size of the Company and nature of its business, with regard to purchase of inventory, fixed assets and sale of goods & services. As per the information and explanation given to us, in our opinion there is no continuing failure to correct major weaknesses in internal control.

5. In respect of transactions covered under section 301 of the Companies Act 1956 :

a) Based on the audit procedures applied by us and according to the information and explanation provided by the Management we are of the opinion that the transactions that need to be entered into the register maintained under section 301 have been so entered.

b) In our opinion and according to the information and explanations given to us, the transaction made in pursuance of such contracts or arrangements entered in the register maintained under section 301 of the companies Act 1956, and exceeding the value of rupees five lacs in respect of any party during the year have been made at prices which are reasonable having regard to the market prices prevailing at the relevant time.

6. In our opinion and according to the information and explanations given to us, the Company has not accepted any deposits from the public within the meaning of Section 58A and 58AA of the Companies Act, 1956, and the rules framed there under. Hence clause 4 (Vi) of the Order is not applicable.

7. The Company has an internal audit system, which in our opinion, is commensurate with the size of the Company and the nature of its business.

24

AUDITORS’ REPORT

8. According to the information and explanations given to us, the Central Government has not prescribed the maintenance of cost records under clause (d) of sub-section (1) of Section 209 of the Companies Act, 1956.

9. According to the information and explanations given to us in respect statutory and other dues :

a) The Company has not been regular in depositing undisputed statutory dues of Provident Fund dues of Rs.40.10 Lakhs, Income Tax of Rs. 584.38 Lakhs, Dividend Tax of Rs. 53.27 Lakhs, Fringe Benefit Tax of Rs. 23.79 and TDS of Rs. 43.68 Lakhs with the appropriate authorities, which were outstanding for a period of more than six months from the date they became payable.

b) According to the information and explanations given to us and the records of the company examined by us particulars of Income Tax as ona31st March, 2008 that have not been deposited on account of pending disputes are as under :

Name of the Statute Nature of Dues Year Amount (Rs. In Lakhs)

Forum where dispute is pending

Income Tax Act,1961 Assessed Dues 2005-2006 47.37 C.I.T(Appeals), KolkataIncome Tax Act,1961 Assessed Dues 2006-2007 173.79 C.I.T(Appeals), KolkataIncome Tax Act,1961 Assessed Dues 2007-2008 14.03 C.I.T(Appeals), Kolkata

10. The Company has accumulated losses at the end of the financial year and has incurred cash losses during the financial year ended 31st March 2010 and also in the immediately preceding financial Year.

11) Based on our audit procedures and the information and explanations given by management, the Company has defaulted in repayment of dues to banks.

12) According to the information and explanations given to us, the Company has not given loans and advances on the basis of security by way of pledge of shares, debentures and other securities.

13) In our opinion, considering the nature of activities carried on by the Company during the year, the provisions of any special statute and provisions applicable to chit fund / nidhi / mutual benefit fund / societies are not applicable to the Company.

14) In our opinion and according to the information and explanations given to us, the Company is not a dealer / trader in shares & securities.

15) According to the information and explanation given to us and the records examined by us, the Company has given corporate guarantees amounting to Rs. 3050.00 lacs & Rs.796.00 lacs to ICICI Bank Ltd & State Bank of India for loans taken by Today’s Petrotech Ltd, in which the company is a Shareholder. and by Today’s Stationery Mart Ltd, a wholly owned subsidiary of the Co. respectively. The terms and conditions whereof are prima facie not prejudicial to the interest of the company.

16) In our opinion, on the basis of information and explanations given to us, on an overall basis, the term loans were applied for the purposes for which the loans were obtained.

17) On the basis of an overall examination of the Balance Sheet of the Company, in our opinion and according to the information and explanation given to us, there are no funds raised on a short-term basis, which have been used for long – term investments.

18) During the year the company has not made any preferential allotment of shares to parties or companies covered in the register maintained under section 301 of the Companies Act, 1956. According, clause 4(xviii) of the Order is not applicable.

19) The Company has not issued any debentures. According, clause 4(xix) of the Order is not applicable.

20) During the year Company has not raised any money by public issue. According, clause 4(xx) of the Order is not applicable.

21) During the course of our examination of the books of account carried out in accordance with the generally accepted auditing practices in India, and according to the information and explanation given to us, we have neither come across any instance of fraud on or by the Company, noticed or reported during the year, not have we been informed of such case by the management.


(AJAY GUPTA) Place: Dadra Partner Date:- 30th August 2010 M. No.053071

25

As per our attached Report of even dateFor AJAY SHOBHA & CO. Chartered Accountants


AJAY GUPTA Partner M.No.053071

RAJESH KUMAR DROLIA (Chairman)

Place : DadraDated : 30th August, 2010

RONALD NETTO (Managing Director)

BALANCE SHEET

BALANCE SHEET AS AT 31ST MARCH, 2010 As at 31st As at 31st

March, 2010 March, 2009 Schedules Rs. Rs. Rs. Rs.

SOURCES OF FUNDS1. SHAREHOLDERS' FUNDS (a) Share Capital [1] 128,133,000 128,133,000 (b) Share Warrants [1A] - 16,000,000 (c) Reserves and Surplus [2] 45,793,969 173,926,969 375,173,704 519,306,704 2. LOAN FUNDS Secured Loans [3] 1,180,800,329 1,111,566,750 Unsecured Loans [4] 474,106,724 1,654,907,053 457,669,988 1,569,236,738

1,828,834,022 2,088,543,442 APPLICATION OF FUNDS1. FIXED ASSETS [5] (a) Gross Block 815,755,408 780,309,195 (b) Less : Depreciation 363,123,536 287,302,215 (c) Net Block 452,631,872 493,006,980 (d) Capital Work in Progress - 452,631,872 15,027,175 508,034,155

2. INVESTMENTS [6] 41,527,000 41,526,000 3. DEFFERED TAX ASSETS (NET) 100,072,194 60,925,568 4. CURRENT ASSETS, LOANS AND

ADVANCES(a) Inventories [7] 541,626,629 452,787,056 (b) Sundry Debtors [8] 519,590,204 767,442,780 (c) Cash and Bank Balances [9] 21,370,532 22,752,494 (d) Loans and Advances [10] 414,994,097 499,654,728

1,497,581,462 1,742,637,058 LESS : CURRENT LIABILITIES AND PROVISIONS(a) Current Liabilities [11] 210,745,816 208,846,649 (b) Provisions 52,232,690 55,732,690

262,978,506 264,579,339 NET CURRENT ASSETS 1,234,602,956 1,478,057,719

1,828,834,022 2,088,543,442 NOTES ON ACCOUNTS [16]

26

PROFIT AND LOSS

PROFIT AND LOSS ACCOUNT FOR THE YEAR ENDED 31ST MARCH, 2010 For the year For the year

ended 31.03.2010

ended 31.03.2009

Schedules Rs. Rs. Rs. Rs. INCOME

Sales 631,102,344 2,563,227,561

Other Income [12] 22,213,788 653,316,132 11,796,278 2,575,023,839

EXPENDITURE

Material Cost [13] 410,564,590 2,373,825,554

Manufacturing and Other Expenses [14] 365,154,234 414,576,928

Interest / Finance Charges [15] 184,889,408 133,538,458

Depreciation 77,234,261 1,037,842,493 58,779,992 2,980,720,932

PROFIT BEFORE TAXATION (384,526,361) (405,697,093)

Less : Provision for Income Tax- Current - -

- Deferred (39,146,626) (97,443,853)

- FringeBenefit - 789,588

PROFIT FOR THE YEAR (345,379,735) (309,042,828)

Add : Balance brought forward from previous year

209,444,360 518,487,188

BALANCE AVAILABLE FOR APPROPRIATIONS

(135,935,375) 209,444,360

APPROPRIATIONS

(a) Balance Carried to Balance Sheet (135,935,375) 209,444,360

(135,935,375) 209,444,360

Basic and Diluted Earning Per Share (26.95) (24.12)

(Equity Shares of face value Rs. 10/- each)

Number of shares used in computing earning per share

12,813,300 12,813,300

NOTES ON ACCOUNTS [16]







27

CASH FLOW

CASH FLOW STATEMENT ANNEXED TO THE BALANCE SHEET FOR THE YEAR ENDED 31ST MARCH, 2010 (Rs. In lacs)

MARCH, 2010 MARCH, 2009A. CASH FLOW FROM OPERATING ACTIVITIES NetProfit/(Loss)beforetaxandextraordinaryitems (3,845.26) (4,056.97) Adjusted for : Extraordinary items Depreciation 772.34 587.80 Preliminary Expenses 5.46 - (Profit)/LossonSaleofFixedAssets - (0.66)

777.80 587.14 OperatingProfitbeforeWorkingCapitalChanges (3,067.46) (3,469.83)

Adjusted for increase in Trade and Other Receivable Receivable 3325.14 (328.16) Inventories (888.40) 1,912.74 Trade Payable 18.99 (238.78) Taxes paid (35.00) 2420.73 (52.02) Cash used in operating activities (646.73) 1,293.78 Cash generated from operations (2,176.05) B. CASH FLOW FROM INVESTING ACTIVITIES Purchase of Fixed Assets (233.77) (1,491.12) Sale/Discarded of Fixed Assets 9.99 0.66 Cash used in Investing Activities (223.78) (1,490.46)

C. CASH FLOW FROM FINANCING ACTIVITIES Investment in Shares and others (0.01) (395.00) Sale of Investments 2.25 Issue of Fully Convertible Share Warrants 160.00 Dividend Paid (62.97) Unsecured Loan 164.37 173.05 Secured Loans From Bank 692.33 3,718.32 CashflowfromfinancingActivities 856.69 3,595.65 Net increase in cash and cash Equivalents (A+B+C) (13.82) (70.86) Cash and cash Equivalents as at 31.03.2009 227.52 298.38 Cash and cash Equivalents as at 31.03.2010 213.70 227.52 Note:Previousyearsfigureshavebeenregrouped/rearrangedwherevernecessary







28

SCHEDULES

SCHEDULES FORMING PART OF THE BALANCE SHEET As at 31ST As at 31ST

March, 2010 March, 2009 Rs. Rs. Rs. Rs.

SCHEDULE "1"SHARE CAPITAL :AUTHORISED :2,50,00,000 (Previous Year 2,50,00,000) Equity Shares of Rs.10 each 250,000,000 250,000,000

ISSUED, SUBSCRIBED AND PAID UP : 1,28,13,300 (Previous Year : 1,28,13,300)Equity Shares of Rs.10 each fully paid-up (Includes : 41,25,000 Equity Shares of Rs.10/- each issued as fully paid up pursuant to the scheme of amalgamation without payment being received in cash) 128,133,000 128,133,000

128,133,000 128,133,000 SCHEDULE "1A"SHARE WARRANTS20,00,000 Warrants of Rs.80/- each Partly paid up Rs.8/- (Each Warrant Carry Option/Entitlement to Subscribe to 1 Equity Share of Rs.10/- each at aprice of not less than Rs.80/- per Share) - 16,000,000

- 16,000,000 SCHEDULE "2"RESERVES AND SURPLUSa) GENERAL RESERVE Balance as per last Balance Sheet 34,000,000 34,000,000 b) SECURITIES PREMIUM Balance as per last balance sheet 85,933,960 85,933,960 c) CAPITAL RESERVE Due to Forfeiture of Shares/Warrants 16,109,000 109,000 d) AMALGAMATION RESERVE 45,686,384 45,686,384 e) PROFIT AND LOSS ACCOUNT (135,935,375) 209,444,360

45,793,969 375,173,704

SCHEDULE "3"SECURED LOANS(referred Note.2(19) of Schedule 16)FROM BANKSTerm Loans 269,494,170 319,469,834 Cash Credits 911,306,159 792,096,916

1,180,800,329 1,111,566,750 SCHEDULE "4"UNSECURED LOANSLoan received from Directors & Relatives 90,721,062 - Trade Deposits 3,150,000 11,950,000 Inter-Corporate Deposits 9,868,036 34,112,750 Short Term Loans from Banks 370,367,626 411,607,238 474,106,724 457,669,988

29

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30

SCHEDULES

As at 31ST As at 31ST March, 2010 March, 2009

Rs. Rs. Rs. Rs. SCHEDULE "6"INVESTMENTLong Term Investments(a) Non Traded, Unquoted(I) Investments in Subsidiaries I) Todays Infrastructure and Construction Ltd. 500,000 500,000 50000 (Previous Year 50000)Equity Shares of face value of Rs.10 each fully paid up ii) Todays Stationery Mart Ltd. 40,000,000 40,000,000 4000000 (Previous Year 4000000) Equity Shares of face value of Rs.10 each fully paid up iii) Todays Fluid Technologies Ltd. 500,000 500,000 50000 (Previous Year 50000) Equity Shares of face value of Rs.10 each fully paid up

(ii) Others i) Todays Petrotech Ltd. 275,000 275,000 27500 (Previous Year 27500) Equity Shares of face value of Rs.10 each fully paid up

ii) 10040 (Previous Year 10040) Equity Shares of 251,000 251,000 face value of Rs.25 each fully paid up of Kalyan Janata Sahakari Bank Limited

iii) 10 (Previous Year Nil) Equity Shares of 1,000 - face value of Rs.100 each fully paid up of The Mogaveera Co-op Bank Limited

41,527,000 41,526,000 SCHEDULE "7"INVENTORIES (As taken ,valued & certified by the Management) 1. Stores and Spares 2,312,569 1,957,818 2. Packing Materials 21,578,950 20,741,929 3. Raw Materials 132,589,560 132,511,267 4. Finished Goods 242,569,650 197,459,232 5. Semi-Finished Goods 142,575,900 100,116,810

541,626,629 452,787,056 SCHEDULE "8"SUNDRY DEBTORS[Unsecured]1. Debts outstanding for more than six months Considered Good 398,257,705 231,675,007 Considered doubtful 312,184,916 154,180,328

710,442,621 385,855,335 Less: Provision for doubtful debts Op. Balance brought forward 154,180,328 - Add: Provided during the year 158,004,588 398,257,705 154,180,328 231,675,007 2. Other Debts (Considered Good) 121,332,499 535,767,773

519,590,204 767,442,780

SCHEDULES FORMING PART OF THE BALANCE SHEET

31

SCHEDULES

As at 31ST As at 31ST March, 2010 March, 2009

Rs. Rs. Rs. Rs. SCHEDULE "9"

CASH AND BANK BALANCES

1. Cash on Hand 1,301,345 1,710,197

2. Balance :

With Scheduled Banks

In Current Accounts 6,907,311 6,343,571

In Fixed Deposit Accounts 13,161,876 14,698,726

20,069,187 21,042,297

21,370,532 22,752,494

SCHEDULE "10"

LOANS AND ADVANCES

[Unsecured, considered good]

1. Advances (recoverable in cash or in kind or for 29,487,624 39,246,317

value to be received)

2. Advances to Subsidiary Companies 271,973,859 304,698,120

3. Prepaid Expenses 381,747 859,074

4. Share Application Money 50,000,000 87,600,000

5. Advance against Property 41,600,000 41,600,000

6. Sundry Deposits 2,919,142 7,088,637

7. Advance Tax and TDS 17,804,591 17,747,128

8. Loans to Employees 827,134 815,452

414,994,097 499,654,728

SCHEDULE "11"

CURRENT LIABILITIES AND PROVISIONS

1. CURRENT LIABILITIES

a) Acceptances - 49,420,042

b) Sundry Creditors (Refer Note No. 20 in Schedule 16) 187,801,884 139,470,784

c) Other Liabilities 20,808,860 17,798,179

d) Unclaimed Dividend 2,135,072 2,157,644

210,745,816 208,846,649

2. PROVISIONS

a) Provision for Taxation 48,316,176 48,316,176

b) Provision for Dividend Tax 3,916,514 7,416,514

52,232,690 55,732,690

262,978,506 264,579,339

SCHEDULES FORMING PART OF THE BALANCE SHEET

32

SCHEDULES

SCHEDULES FORMING PART OF PROFIT AND LOSS ACCOUNT For the year For the year

ended 31.03.10

ended 31.03.09

Rs. Rs. Rs. Rs. SCHEDULE "12" OTHER INCOME 1. Export Incentives 1,976,055 2,197,741 2. Dividends 42 37,650 3. ProfitonSaleofFixedAssets - 66,500 4. Rent Received - 59,040 5. Foreign Currency Gain 18,833,141 - 6. Interest (TDS Rs. 127656/- Previous year Rs. 1960402/-) 1,154,539 2,473,327 7. Miscellaneous Income 250,011 6,962,020

22,213,788 11,796,278 SCHEDULE "13"MATERIAL COSTA. Raw Materials Consumed Opening Stocks 132,511,267 157,705,132 Add : Purchases 413,290,702 531,399,135

545,801,969 689,104,267 Less : Closing Stocks 132,589,560 132,511,267

413,212,409 556,593,000

B. Purchases of Finished Goods 32,715,342 1,606,429,781

C. Change in Stocks 1. Opening Stocks of a) Finished Goods 197,459,232 286,851,855 b) Semi-finishedGoods 100,116,810 146,956,919

297,576,042 433,808,774 2. Less : Closing Stocks of a) Finished Goods 242,569,650 197,459,232 b) Semi-finishedGoods 142,575,900 100,116,810 385,145,550 297,576,042 Net Changes (87,569,508) 136,232,732

D. Packing Materials Opening Stocks 20,741,929 51,029,402 Add: Purchases 53,043,368 44,282,568

73,785,297 95,311,970 Less: Closing Stocks 21,578,950 52,206,347 20,741,929 74,570,041

410,564,590 2,373,825,554

33

SCHEDULES

For the year For the year ended

31.03.10 ended

31.03.09 Rs. Rs. Rs. Rs. SCHEDULE "14" MANUFACTURING AND OTHER EXPENSES A. Manufacturing Expenses Power and Fuel 8,628,720 7,214,418 Insurance 705,434 1,466,168 Stores and Spares Consumed 3,475,453 2,698,765 Carriage Inwards & Transportation 5,207,606 5,233,502 Rent Factory,Godown and Lease Rent 1,637,923 2,895,714 Other Manufacturing Expenses 48,740,562 42,830,923 Repairs and Maintenance to : a) Building 513,360 459,089 b) Machinery 7,850,655 2,005,484 c) Others 1,536,873 1,236,487

78,296,586 66,040,550

B. Payments to and Provisions for Employees Salaries,Wages,BonusandOtherBenefits 42,023,776 42,072,037 Contribution to Provident and Other Funds 4,911,692 4,463,542 Welfare Expenses 762,119 1,330,090 47,697,587 47,865,669 C. Selling and Distribution Expenses Sales Promotion 15,784,350 26,046,764 Discount & Commission 21,044,579 20,429,309 Carriage , Sales Tax & Octroi 14,414,552 11,054,541 Advertisement and Publicity Expenses 3,312,405 23,469,625 Provisions for Bad & Doubtful Debts 158,004,588 154,180,328 212,560,474 235,180,567 D. Administrative and General Expenses Travelling and Conveyance 3,765,807 4,167,377 Subscription & Donation 113,391 259,522 Legal and Professional Charges 6,743,048 8,337,876 Printing and Stationery 677,718 963,630 Loss on Sale of Fixed Assets 545,664 - Foreign Currency (Gain)/Loss - 39,789,032 Miscellaneous Expenses 14,753,959 11,972,705 26,599,587 65,490,142

365,154,234 414,576,928

SCHEDULE "15"INTEREST & FINANCE CHARGESOn Fixed Loans 17,830,923 19,719,378 To Bank and Others 164,306,605 113,051,126 Finance/Bank Charges 2,751,880 16,646,175

184,889,408 149,416,679 Less: Capitalised - 15,878,221

184,889,408 133,538,458 184,889,408 133,538,458

34

SCHEDULES

SCHEDULE FORMING PART OF THE ACCOUNTSSCHEDULE ‘16’

NOTES ON ACCOUNTS

1. SIGNIFICANT ACCOUNTING POLICIES

A) METHOD OF ACCOUNTING

The financial statements are prepared under the historical cost convention, on accrual basis, in accordance with the generally accepted accounting principles in India, the Accounting Standards issued by the Institute of Chartered Accountants of India and the provisions of the Companies Act, 1956.

B) FIXED ASSETS

Fixed assets are stated at cost of acquisition including attributable interest & financial costs till the date of acquisition/installation of the assets and improvement thereon and cost of technical know how is amortized over the period of ten years.

C) DEPRECIATION

i) Depreciation on fixed assets is provided on Straight Line Method in accordance with the provisions of section 205(2) of the Companies Act, 1956 at the rates prescribed in Schedule XIV to the said Act.

ii) Depreciation on the Fixed Assets added / disposed off during the year is calculated on pro-rata basis with reference to the date of addition/disposal.

iii) Depreciation on assets acquired for the new project and not put to use has not been provided and will be provided from the date of installation of the assets or the commencement of production whichever is later.

C) CAPITAL WORK-IN-PROGRESS

Expenditure during construction period in respect of new projects is included under capital work-in-progress and the same will be allocated to the fixed assets on commissioning of the projects.

D) BORROWING COSTS

Borrowing costs that are attributable to the acquisition or construction of qualifying assets are capitalized as part of the cost of such assets. A qualifying asset is one that necessarily takes substantial period of time to get ready for intended use. All other borrowing costs are charged to revenue

E) INVENTORIES

i) In terms of Accounting Standard “ Valuation of Inventories ” (Revised ) (AS- 2) issued by the Institute of Chartered Accountants of India , Inventories of raw materials, stores and spares and packing materials are being valued at cost or net realizable value whichever is lower, cost whereof is determined on first in first out basis.

ii) Stock of finished goods is being valued at cost or market value whichever is lower and stock of semi-finished goods is being value at cost, cost whereof is being determined on absorption costing basis.

F) FOREIGN CURRENCY TRANSACTIONS

i) Initial Recognition

Transactions denominated in foreign currencies are recorded at the exchange rates prevailing on the date of the transaction.

ii) Conversion

At the year-end, monetary items denominated in foreign currencies, other than those covered by forward contracts, are converted into rupee equivalents at the year end exchange rates.

iii) Exchange Differences

All exchange differences arising on settlement and conversion on foreign currency transaction are included in the Profit and Loss Account.

35

SCHEDULES

G) INVESTMENTS

Investments that are intended to be held for more than a year from the date of acquisition are classified as long term investments and are carried at cost less any provision for permanent diminution in value. Investments other then long term investments being current investments are valued at cost or fair value whichever is lower.

H) RESEARCH AND DEVELOPMENT COSTS

Research and Development Costs (other than cost of fixed assets acquired) are charged as an expense in the year in which they are incurred and are reflected under the appropriate heads of account.

I) MISCELLANEOUS EXPENDITURE

Preliminary Expenses are being fully written off in the year in which they are incurred .

J) RETIREMENT BENEFITS AND LEAVE ENCASHMENT

Retirement benefits are dealt with in the following manner:

i) Contribution to Provident Fund and Family Pension Fund are accounted on accrual basis with corresponding contribution to relevant authorities.

ii) Liabilities in respect of gratuity of employees are funded under the employees’ group gratuity scheme with the Life Insurance Corporation of India

iii) Encashment of leave lying to the credit of employees is not provided for on actuarial basis. It is accounted on cash basis. Therefore, it is not possible to ascertain the liability at the end of the accounting year.

K) REVENUE RECOGNITION

i) Revenue in respect of sale of goods is recognized at the point of dispatch/passage of title of goods to the customers.

ii) Sales is exclusive of Sales Tax / VAT, rebate, sales return etc.

iii) All other income is accounted for on accrual basis.

iv) Purchase are stated net of discount, rate difference, purchase return etc.

L) TAXES ON INCOME

i) Tax on income for the current period is determined on the basis of taxable income and tax credits computed in accordance with the provisions of the Income Tax Act, 1961, and based on the expected outcome of assessments/appeals.

ii) Deferred tax is recognized on timing differences between the accounting income and the taxable income for the year, and quantified using the tax rates and laws enacted or substantively enacted as on the Balance Sheet date.

iii) Deferred tax assets are recognized and carried forward to the extent that there is a reasonable certainty that sufficient future taxable income will be available against which such deferred tax assets can be realized. Deferred Tax assets are reviewed as at each balance sheet date.

M) IMPAIRMENT OF ASSETS:

Impairment is ascertained at each balance sheet date in respect of the company’s fixed assets. An impairment loss is recognized wherever the carrying amount of an asset exceeds its recoverable amount. The recoverable amount is the greater of the net selling price and value in use. In assessing value in use, the estimated future cash flows are discounted to their present value based on an appropriate discount factor. This is in accordance with the Accounting Standard issued in this regard by the Institute of Chartered Accountants of India.

N) ACCOUNTING FOR PROVISIONS, CONTINGENT LIABILITIES & CONTINGENT ASSETS

Provisions are recognized in terms of Accounting Standard 29- “Provisions, Contingent Liabilities and Contingent Assets issued by the ICAI, when there is a present legal or statutory obligation as a result of past events where it is probable that there will be outflow of resources to settle the obligation and when a reliable estimate of the amount of the obligation can be made.

Contingent Liabilities are recognized only when there is a possible obligation arising from past events due to occurrence or non-occurrence of one or more uncertain future events not wholly within the control of the company or where reliable estimate of the obligation cannot be made. Obligations are assessed on an ongoing basis and only those having a largely probable outflow of resources are provided for. Contingent Assets are not recognized in the financial statements.

36

SCHEDULES

O) SEGMENT REPORTING

The business of the company falls under a single segment i.e., “ Writing Instrument and Stationeries”. In view of the general clarification issued by the Institute of Chartered Accountants of India for companies operating in single segment, the disclosure requirements as per Accounting Standard 17 “Segment Reporting” are not applicable to the Company.

2. NOTES

1) Liability In respect of gratuity and leave encashment are accounted on payment basis which is not in conformity with Accounting Standard (AS)15 (Revised 2005) on Employee Benefits as issued by the Institute of Chartered Accountant of India, which requires that gratuity and Leave Encashment Liabilities be accounted for on accrual basis.

2) In the opinion of the Board, the Current Assets, Loans & Advances are approximately of the value stated and are realizable in the ordinary course of business except for those which are considered doubtful & provided for. The provision for all known liabilities is adequate.

3) Some of the sundry debtors, sundry creditors and loans & advances are subject to confirmation and reconciliation. Consequential adjustment thereof, if any, will be given effect into the books of accounts in the year of such adjustment.

4) The provision for bad & doubtful debts for Rs. 15,80,04,588 has been made during the year. The management has considered it prudent to make provisions for the debts in view of the slow movement of the debtors due to the advent of the DF pens affecting its sales. which constitute bulk of the sales. The loss in terms of non realization has not crystallized. However, in view of the market conditions the management considered it prudent to make provisions based on its assessment as some of the overall debtors across major distributors could turn doubtful. Further, this was considered prudent by the management under the circumstances.

5) HDFC bank has filed a petition against the company for winding up of operations and they have also moved to Debt Recovery Tribunal to recover it dues. The company has defended the petition and had earlier made claims against the company for the loss it had incurred due to the banks actions. The matter is sub-judice.

6). Contingent liabilities not provided for:-

i) Outstanding liabilities in respect of (Rs. in lacs)

March, 2010 March,2009

Letter of Credit to Bank - 494.20

Bank Guarantee 101.56 101.56

ii) In respect of Income Tax demands for the Assessment Years 2005-06, 2006-2007 & 2007-2008 amounting to Rs.47.37 lakhs, Rs.173.79 Lakhs &Rs.14.03 Lakhs respectively, the Company preferred appeal before Appellate authority for both the years and has not made any provision for this amount in their books of accounts, since the company is confident that The Appeal will be decided in its favour.

iii) The team of investigation wing of The Maharashtra VAT department raised a demand of Rs. 85,83,911/- on the company on 07/07/2010 in respect of non payment of VAT by suppliers of the company U/S 48 (5) of MVAT Act, 2002 for the financial year 2006-2007 and 2007-2008. The company has revised its VAT returns for the above financial years and admitted the liabilities under protest. Since this liabilities is not directly due to fault of the company and it is after balance sheet date no provision in this respect was made by the company.

iv) Estimated amount of contracts remaining to be executed on capital account and not provided for (net of advances) is Rs. 10 Lakhs (Mar’09: Rs.50 Lakhs).

7) Earning Per Share: (EPS)

Sr. No. Particulars 2009-2010 2008- 20091 Net Profit after tax & extra ordinary item (Rs. in Lakhs) (3453.80) (3090.43)2 Weighted average no of shares (Equity shares if face value of Rs. 10/- each) 1,28,13,300 1,28,13,3003 Earning per share (Basic / Diluted) (26.95) (24.12)4 Earning per share annualized (Basic / Diluted) (26.95) (24.12)

37

SCHEDULES

8. Related Party disclosure under Accounting Standard 18 (As certified by management)

Relationships:

i) Subsidiary of Company iii) Functional Directors Today’s Stationery Mart Ltd. Shri Rajesh Kumar Drolia Today’s Infrastructure & Construction Ltd. Shri Ronald Netto Today’s Fluid Technologies Ltd. Shri Sunil Agarwal

Shri Pushpak Chavan

ii) Other related parties in the group iv) Relatives of Functional Directors where common control exists: Smt. Anita Drolia Rajesh Kumar Drolia (HUF) Shri Chirag Drolia Premium Writing Products Shri Pawan Drolia Millennium Writing Products Pvt Ltd Ms. Akriti Drolia Jai Durga Engineering Co. Today’s Petrotech Ltd

The following transactions were carried out with related parties in ordinary course of business.

(Rs in lakhs)

Particulars Year (i) (ii) (iii) (iv) TotalLoans given balance outstanding at year end

31.3.2010 2719.74 2719.7431.3.2009 (3046.98) (3046.98)

Managerial remuneration 31.3.2010 10.66 10.6631.3.2009 (32.01) (32.01)

Service Charges 31.3.2010 171.45 171.4531.3.2009 (156.34) (7.20) (163.54)

Repair and Maintenance 31.3.2010 53.14 53.14 31.3.2009 (37.04) (37.04)

Sales 31.3.2010 4.11 1902.87 1906.9831.3.2009 (2.76) (750.72) (753.48)

Purchase 31.3.2010 8.30 312.05 320.3531.3.2009 (2.11) (2057.06) (2059.17)

Purchase/Advance for Fixed Assets

31.3.2010 73.54 73.5431.3.2009 (416.00) (536.42) (952.42)

Rent Received 31.3.2010 - - - - -31.3.2009 (-) (.59) (-) (-) (.59)

Share Application 31.3.2010 500 - - 50031.3.2009 (876.00) (876.00)

Share Allotments 31.3.2010 - - - - -31.3.2009 (395.00) (-) (-) (-) (395.00)

Loans & Advances Received & outstanding at year end

31.3.2010 0.73 0.73

31.03.2009 (-) (-) (-) (-)

38

SCHEDULES

31.3.2010 Rs.

31.3.2009 Rs.

9. Research Development costs debited to the Profit and Loss Account are as under: Revenue expenses debited to appropriate heads of account

1,52,131 1,02,361

10. AUDITORS’ REMUNERATION

i) Audit Fees 1,50,000/- 3,50,000/- ii) Tax Audit Fees 75,000/- 50,000/- iii) Certification - 60,000/- iv) Out of Pocket Expenses 1,32,639/- 1,58,549/- 3,57,639/- 6,18,549/-

11. MANAGERIAL REMUNERATION

The Company has been advised that the Computation of net profits for the purpose of directors’ remuneration under section 349 of Companies Act, 1956 need not be enumerated since no commission has been paid to the directors.

Remuneration paid to the Directors as per Schedule XIII to the Companies Act, 1956.

Rs. Rs. Salaries 7,20,000/- 16,00,830/-Perquisites 3,46,407/- 15,98,165/- 10,66,407/- 31,98,995/-

12. The Company has made valuation of inventory as per its policy and has also taken into consideration the utility and realistic value of inventory.

13. The Company has incurred substantial losses resulting erosion of net worth of the company to a great extent. Further the company is a defaulter to its lending banks resulting in NPA and recalled notice / recovery action is taken by banks. Three banks moved to DRT (Debt Recovery Tribunal) and one of the bank has also filed winding up petition before Honorable High Court of Maharashtra. However, having regard to the future growth plans submitted by the company with its bankers on CDR (corporate debt restructuring scheme) which is admitted by their bankers and a TEV (Techno Economic Viability) report conducted by the bankers through Professionals also confirmed the feasibility and Viability of the business of the company and on the basis of this the company is treated as a going concern. So no adjustments are required to the carrying value of assets and liabilities.

14. Since more than 50% net worth is eroded from its peak net worth during the immediately preceding four financial year the company should give intimation to BIFR (Board and Appellate Authority for Industrial and Financial Reconstruction) within the stipulated time under The Sick Industrial Companies (Special Provisions) Act, 1985.

39

SCHEDULES

SCHEDULE FORMING PART OF THE BALANCE SHEET AND PROFIT AND LOSS ACCOUNT

SCHEDULE ‘15’ (Cont’d.)

ADDITIONAL INFORMATION PURSUANT TO THE PROVISION OF PARAGRAPH 3,4C,4D OF SCHEDULE IV OF THE COMPANIES ACT, 1956

14. Details of Opening and Closing Stocks, Production, Purchases, Turnover and Raw materials Consumed.

A. Licensed Capacity and Installed Capacity :

i) Licensed Capacity : Not Applicable

ii) Installed Capacity : Not Applicable

B. Opening Stock, Production, Purchases, Turnover and Closing Stock of Finished Goods produced for Sale

OPENING STOCK PRODUCTION /ADDITIONS

PURCHASES SALES CLOSING STOCKS

ITEM QTY.(GRS.)

VALUE(Rs.)

QTY.(GRS.)

QTY.(GRS.)

VALUE(Rs.)

QTY.(GRS.)

VALUE(Rs.)

QTY.(GRS.)

VALUE(Rs.)

MANUFACTURING GOODS1. BALL PEN 663,851

(760,129) 185,566,528 (256,271,374)

1,492,483 (1,377,703)

- ( - )

- ( - )

1,444,934 (1,473,981)

563,364,754 (525,541,152)

711,400 (663,851)

221,893,776 (185,566,528)

2. REFILLS

33,626 (35,731)

6,531,982 (5,787,218)

134,304 (180,656)

- ( - )

- ( - )

129,628 (182,761)

16,196,354 (24,677,772)

38,302 (33,626)

4,289,290 (6,531,982)

3. BALL PEN PARTS AND OTHERS ITEMS *

- ( - )

615,247 (4,227,715)

- ( - )

- ( - )

- ( - )

- ( - )

15,582,357 (287,617,805)

- ( - )

12,600,240 (615,247)

TRADED GOODS4. BALL PEN 3,283

(98,785) 1,129,961

(17,478,912) -

( - ) -

( - ) 18,553,039 (13,857,818)

58,843 (140,158)

21,324,224 (29,053,139)

1,829 (3,283)

589,962 (1,129,961)

5. REFILL 169 (861)

18,852 (503,241)

- ( - )

- ( - )

201,786 (243,176)

2,099 (2,872)

266,984 (374,050)

68 (169)

6,874 (18,852)

6. BALL PEN PARTS AND OTHERS STATIONERY ITEMS *

- ( - )

3,596,662 (2,583,395)

- ( - )

- ( - )

13,960,517 (1,592,328,787)

( - )

14,367,671 (1,695,963,643)

( - )

3,189,508 (3,596,662)

TOTAL - ( - )

- ( - )

- ( - )

- ( - )

32,715,342 (1,606,429,781)

- ( - )

- ( - )

- ( - )

- ( - )

* In view of large no. of items, quantitative details has not been given.

C. RAW MATERIALS CONSUMED

ITEM UNIT QUANTITY VALUE (in Rs.)

Plastic Granules (Kgs.) 1,391,263 104,890,904

(1,429,866) (110,575,148)

Ball Pen Tips (Grs.) 1,623,261 58,141,188

(1,577,496) (71,765,658)

Ink (Kgs.) 88,324 27,656,089

(92,961) (29,449,561)

Others 222,524,228

(344,802,634)

Total 413,212,409

(556,593,001)

40

SCHEDULES

D. VALUE OF IMPORTED AND INDIGENOUS RAW MATERIALS AND STORES AND SPARES CONSUMED

Value (Rs.) %(a) RAW MATERIALS

(i) Imported 24,469,000 5.92

(53,932,604) 9.69

(ii) Indigenous 388,821,702 94.08

(502,660,397) 90.31 TOTAL 413,290,702 100.00

(556,593,001) 100.00

(b) STORES AND SPARES Indigenous 3,475,453 100.00

(2,698,764) (100.00)

E. VALUE OF IMPORT ON C.I.F. BASIS

i) Raw Materials 24,469,000

(53,932,604)

ii) Finished Goods 4,149,688

(2,257,109)

iii) Capital Goods -

(1,436,483)

16. Earnings in Foreign Exchange

F.O.B. Value of Exports 31,367,773

(24,860,080)

17. Expenditure in Foreign Exchange

i) Travelling 331,950

(817,424)

18. Details of Deferred Tax Assets & liabilities are as under :

As on 31.03.2010

As on 31.03.2009

Deferred Tax Assets 100,072,194 60,925,568

19. Secured Loans

(a) Term Loan

(i) The company has transferred all its assets both current and fixed assets( both moveable and immovable) to SBI Trusteeship services(SBIT). vide security trust deed dated 19th March 2008. and accordingly the term lenders ICICI Bank Ltd and Axis Bank Ltd are secured by first paripassu charge on immovable and movable fixed assets (except those pertaining to the current assets charge in favour of working capital bankers) and second charge on current assets and movable assets. Further, the Immovable assets of Premium Writing Products(PWP) has been charged to the lenders through a guarantee by PWP pending transfer of immovable property to the Company . Also, personal guarantee of Mr. Rajesh Kumar Drolia and Mrs. Anita Drolia have been provided except to ICICI Bank Ltd.

41

SCHEDULES

(ii) Term loan from Kotak Mahindra Bank Ltd is secured by Equitable mortgage of four flats situated at Powai and present outstanding is Rs. 280.74 Lacs.

(iii) Vehicles loans aggregating to Rs. 4.40 Lacs taken from various banks are secured by hypothecation of respective vehicles purchased.

(b) Cash Credit

The company has transferred all its assets both current and fixed assets (both movable and immovable) to State Bank of India trusteeship services (SBIT) vide security trust deed dated 19th March 2008 and accordingly the working capital lenders State Bank of India, Bank of India, ICICI Bank Ltd. and HSBC Bank Ltd. are secured by first paripassu charged on all current assets and movable assets (except those pertaining to the charged in favour of term lenders) and second charge on all immovable assets charged in favour of term lenders. Further, the Immovable assets of Premium Writing Products(PWP) has been charged to the lenders through a guarantee by PWP pending transfer of immovable property to the Company. Also, personal guarantee of Mr. Rajesh Kumar Drolia and Mrs. Anita Drolia have been provided.

20. Names of small scale Industries against whom accounts outstanding for more than 30 days at the end of the year, (to the extent such parties have been identified from available information) (witihin terms of payment);

(a) Hi Shine Inks Pvt Ltd (Rs.91.53 lacs);

(b) Coburg Print & Pack(Rs.5.81 lacs)

(c) Alok Master Batches Ltd(Rs.1.86 lacs);

(d) Colourtek (India) Ltd.(Rs. 0.78 lacs)

(e) Bulbul Master Batches Pvt. Ltd(Rs.3.58 lacs); (f) Jacuzi Pharma (Rs.9.52 lacs)

(g) Shree Extrusion Ltd. (Rs.20.22 lacs)

Note: The outstanding amounts to the above parties are not due for payment as per the terms and conditions of purchase orders.

21. Trade deposits being unsecured are taken from debtors parties as per the norms of the business and Short Loan taken from banks & institutions are termed as unsecured because these are secured by Promoters Shares, personal Guarantee of Directors and assets of third parties.

22. Figures in brackets are in respect of previous year.

23. Previous years figure have been regrouped/rearranged wherever necessary.

24. The Company has allotted 20,00,000 warrants on July 11, 2008. However the Warrant holders have not opted to subscribe for equity shares. Therefore amount received on allotment of Rs. 1,60,00,000 is forfeited as per Clause 13.1.2.3(c) of the SEBI (Disclosure & Investor Protection) Guidelines, 2000.

42



AJAY GUPTA PartnerM.No.053071

RAJESH KUMAR DROLIA (Chairman )



SCHEDULES

25. INFORMATION PURSUANT TO PART IV OF SCHEDULE VI TO THE COMPANIES ACT.1956.

BALANCE SHEET EXTRACT AND COMPANY’S GENERAL BUSINESS PROFILE

I. REGISTRATION DETAILS

Registration No. : L74999DN1992PLC000041 State Code : 54

Balance Sheet Date : 31-03-2010

II. CAPITAL RAISED DURING THE YEAR (AMOUNT IN RS. THOUSAND)

Public Issue : Nil Right Issue : Nil

Bonus Issue : Nil Private Placement : Nil

III. POSITION OF MOBILISATION & DEVELOPMENT OF FUNDS (AMOUNT IN RS. THOUSAND)

Total Liabilities : 1,828,834 Total Assets : 1,828,834

Sources of Funds

Paid- Up Capital : 128,133 Secured Loans : 1,180,800

Reserve & Surplus : 45,794 Un-Secured Loans : 474,107

Application of Funds

Net Fixed Assets : 452,632 Net Current Assets : 1,234,603

Investments : 41,527 Deferred Tax Assets : 100,072

IV. PERFORMANCE OF COMPANY (AMOUNT IN RS. THOUSAND)

Turnover & Other Income : 653,316 Total Expenditure 1,037,842

Profit before tax : (384,526) Profit After Tax (345,380)

Earnings per Share (Rs.) : (26.95) Dividend rate - Nil

V. GENERIC NAMES OF THREE PRINCIPAL PRODUCTS/ SERVICES OF COMPANY

(AS PER MONETARY ITEMS)

Item Code No. (ITC CODE) : 960810

Product Description : Ball Point Pens

Item Code No. (ITC CODE) : 960860

Product Description : Refills

43

AUDITOR’S REPORT

To, The Board of Directors Today’s Writing Products Limited

We have examined the attached Consolidated Balance Sheet of Today’s Writing Products Limited (herein after referred as “The Company”) the holding Company and its subsidiaries ( hereinafter collectively referred as “Today’s Group”) as at 31st March, 2010, the Consolidated Profit & Loss Account and the Consolidated Cash Flow Statement for the year ended on that date. These financial statements are the responsibility of the Company’s Management and have been prepared by the Management on the basis of separate financial statements and other financial information regarding components. Our responsibility is to express an opinion on these financial statements based on our audit.

We conducted our audit in accordance with generally accepted auditing standards in India. These standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatements. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes also includes assessing the accounting principles used and significant estimates made by Management, as well as evaluating overall financial statements presentation. We believe that our audit provides a reasonable basis for our opinion.

We report that the Consolidated Financial Statement have been prepared by the Management of Todays Writing Products Limited in accordance with the requirements of Accounting Standard (AS) 21 Consolidated Financial Statements issued by the Institute of Chartered Accountants of India and on the basis of separate audited financial statements of the Today’s Group included in the consolidated financial statements.

On the basis of the information and explanation given to us and on the consideration of the separate Audit Reports on the individual audited financial Statements of the Today’s Writing Products Limited and its subsidiaries, we are of the opinion that :

i) The consolidated Balance Sheet gives true and fair view of the consolidated state of affairs of the Today’s Group as on 31st March, 2010.

ii) The consolidated Profit & Loss account give true and fair view of the consolidated loss for the year ended on that date.

iii) The consolidated Cash Flow Statement gives true and fair view of the consolidated cash flows of the Today’s Group for the year ended on that date.


(AJAY GUPTA) Partner M. NO. 053071

Place : Dadra

Dated : 30th August 2010

44

CONSOLIDATED BALANCE SHEET

CONSOLIDATED BALANCE SHEET AS AT 31ST MARCH, 2010 As at 31st As at 31st

March, 2010 March, 2009 Schedules Rs. Rs. Rs. Rs.

SOURCES OF FUNDS1. SHAREHOLDERS' FUNDS (a) Share Capital [1] 128,133,000 128,133,000 (b) Share Application Money 1,000,000 1,000,000 (c) Share Warrants [1A] - 16,000,000 (d) Reserves and Surplus [2] (9,361,044) 119,771,956 327,076,288 472,209,288 2. LOAN FUNDS Secured Loans [3] 1,188,716,573 1,236,856,674 Unsecured Loans [4] 533,780,373 1,722,496,946 565,077,988 1,801,934,662

1,842,268,902 2,274,143,950 APPLICATION OF FUNDS1. FIXED ASSETS [5] (a) Gross Block 826,978,812 948,253,702 (b) Less : Depreciation 364,769,633 290,243,819 (c) Net Block 462,209,179 658,009,883 (d) Capital Work in Progress 316,034,161 778,243,340 418,112,032 1,076,121,915 2. INVESTMENTS [6] 585,500 1,563,266 3. DEFFERED TAX ASSETS (NET) - 101,550,353 65,290,425 4. CURRENT ASSETS, LOANS AND ADVANCES (a) Inventories [7] 548,421,279 477,974,657 (b) Sundry Debtors [8] 526,450,586 790,255,399 (c) Cash and Bank Balances [9] 27,930,116 39,595,730 (d) Loans and Advances [10] 182,021,242 181,701,812

1,284,823,223 1,489,527,598 LESS :CURRENT LIABILITIES AND PROVISIONS (a) Current Liabilities [11] 270,700,824 302,386,220 (b) Provisions 52,232,690 55,973,034

322,933,514 358,359,254 NET CURRENT ASSETS 961,889,709 1,131,168,344

1,842,268,902 2,274,143,950 NOTES ON ACCOUNTS [16]







45

CONSOLIDATED PROFIT AND LOSS

CONSOLIDATED PROFIT AND LOSS ACCOUNT FOR THE YEAR ENDED 31ST MARCH, 2010

For the year For the year ended 31.03.10 ended 31.03.09

Schedules Rs. Rs. Rs. Rs. INCOME Sales 632,310,391 2,714,135,007 Commission - 14,819,142 Rent 127,311 11,187,500 Other Income [12] 24,504,832 656,942,534 13,961,061 2,754,102,710 EXPENDITUREMaterial Cost [13] 414,630,945 2,520,516,708 Manufacturing and Other Expenses [14] 371,903,956 466,660,882 Interest / Finance Charges [15] 186,035,403 149,073,833 Depreciation 78,033,366 61,593,182 1,050,603,670 3,197,844,605 PROFIT BEFORE TAXATION (393,661,136) (443,741,895)Less : Provision for Income Tax- Current - - - Deferred (37,441,957) (102,029,733)- FringeBenefit - 1,029,932 PROFIT AFTER TAX (356,219,179) (342,742,094)Less: Minority Interest - (1,599,754)Add : Balance brought forward from previous year 165,128,791 504,035,865 BALANCE AVAILABLE FOR APPROPRIATIONS

(191,090,388) 162,893,525

APPROPRIATIONS(a) Proposed Dividend - - (b) Dividend Tax - - (c) Balance Carried to Balance Sheet (191,090,388) 162,893,525

(191,090,388) 162,893,525 Basic and Diluted Earning Per Share (27.80) (26.75)(Equity Shares of face value Rs. 10/- each)Number of shares used in computing earning per share 12,813,300 12,813,300 NOTES ON ACCOUNTS [16]







46

CONSOLIDATED CASH FLOW

CONSOLIDATED CASH FLOW STATEMENT ANNEXED TO THE BALANCE SHEET FOR THE YEAR ENDED 31ST MARCH, 2010MARCH, 2010 MARCH, 2009

Rs. Rs. In Lacs Rs. (Rs. In Lacs) A. CASH FLOW FROM OPERATING ACTIVITIES NetProfitbeforetaxandextraordinaryitems (3,936.61) (4,437.42)

Adjusted for :

Depreciation 780.33 615.93

(Profit)/LossonSaleofFixedAssets (0.71)

(Profit)/LossonsaleofInvestments (1.72)

780.33 613.51

OperatingProfitbeforeWorkingCapitalChanges (3,156.28) (3,823.92)

Adjusted for increase in Trade and Other Receivable

Receivable 2,634.85 (240.12)

Inventories (704.46) 1,690.68

Trade Payable (354.26) 175.75

Taxes paid (83.37)

Cash used in operating activities 1,576.13 1,542.94

Cash generated from operations (1,580.15) (2,280.98)

B. CASH FLOW FROM INVESTING ACTIVITIES Purchase of Fixed Assets 2,233.33 (3,482.88)

Sale/Discarded of Fixed Assets (34.87) 1.31

Cash used in Investing Activities 2,198.46 (3,481.57)

C. CASH FLOW FROM FINANCING ACTIVITIES Investment in Shares and others 9.77 (12.72)

Sale of Investments 2.25

Issue of fully Convertible Share Warrants 160.00

Adjustment on account of desubsidiarisation of one of its subsidiary

49.64

Dividend Paid (62.98)

Unsecured loan (312.98) 769.95

Secured Loans From Bank (481.40) 4,971.21

CashflowfromfinancingActivities (734.97) 5,827.71

Net increase in cash and cash Equivalents (A+B+C) (116.66) 65.17

Cash and cash Equivalents as at 01.04.2009 395.96 330.79

Cash and cash Equivalents as at 31.03.2010 279.30 395.96 Note:Previousyearsfigureshavebeenregrouped/rearrangedwherevernecessary







47

SCHEDULES

SCHEDULES FORMING PART OF THE CONSOLIDATED BALANCE SHEET

Rs.

As at 31st March, 2010

Rs. Rs.


Rs. SCHEDULE "1"SHARE CAPITAL :AUTHORISED :2,50,00,000 (Previous year 25000000) Equity Shares of Rs.10 each

250,000,000 250,000,000 ISSUED, SUBSCRIBED AND PAID UP : 1,28,13,300 (Previous Year : 1,28,13,300)Equity Shares of Rs.10 each fully paid-up 128,133,000 128,133,000 (Includes : 41,25,000 Equity Shares of Rs.10/- each issued as fully paid up pursuant to the scheme of amalgamation without payment being received in cash)

128,133,000 128,133,000 SCHEDULE "1A"SHARE WARRANTS20,00,000 Warrants of Rs.80/- each Partly paid up Rs.8/- (Each Warrant Carry Option/Entitlement to Subscribe to 1 Equity Share of Rs.10/- each at aprice of not less than Rs.80/- per Share) - 16,000,000

- 16,000,000 SCHEDULE "2"RESERVES AND SURPLUSa) GENERAL RESERVE Balance as per last Balance Sheet 34,000,000 34,000,000 b) SECURITIES PREMIUM Balance as per last balance sheet 85,933,960 85,933,960 c) CAPITAL RESERVE Due to Forfeiture of Shares 16,109,000 109,000 d) AMALGAMATION RESERVE 45,686,384 45,686,384 e) PROFIT AND LOSS ACCOUNT (191,090,388) 162,893,525 LESS: EXCESS LOSS OVER MINORITY INTEREST

ADJUSTED - (191,090,388) 1,546,581 161,346,944

(9,361,044) 327,076,288

SCHEDULE "3"SECURED LOANSFROM BANKSTerm Loans 272,271,849 427,015,570 Cash Credits 916,444,724 809,841,104

1,188,716,573 1,236,856,674

SCHEDULE "4"UNSECURED LOANSLoan from Directors & Relative 92,471,062 13,200,000 Short Term Loans from Banks 370,367,626 411,607,238 Inter-Corporate Deposits 67,791,685 106,270,750 Trade Deposits 3,150,000 34,000,000 533,780,373 565,077,988

48

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49

SCHEDULES

Rs.


Rs. Rs.


Rs. SCHEDULE "6"INVESTMENTLong Term Investments(a) Non Traded, Unquoted(i) Others i) 27500 (Previous Year 27500) Equity Shares of face value of Rs.10 each fully paid up of Todays Petrotech Ltd. 275,000 - ii) 10040 (Previous Year 10040)Equity Shares of face value of Rs.25 each fully paid up of Kalyan Janata Sahakari Bank Limited 251,000 251,000 10 Equity Shares of The Mogaveera Coop Bank Ltd Face value of Rs. 1000/- 1,000 - (iii) Investment in NSC - 55,000 (iv) Investment in Firms 58,500 1,257,266

585,500 1,563,266 SCHEDULE "7"INVENTORIES (As taken ,valued & certified by the Management) 1. Stores and Spares 2,312,569 1,957,818 2. Packing Materials 21,578,950 20,741,929 3. Raw Materials 132,589,560 132,511,267 4. Finished Goods 249,364,300 222,646,833 5. Semi-finishedGoods 142,575,900 100,116,810

548,421,279 477,974,657 SCHEDULE "8"SUNDRY DEBTORS[Unsecured, considered good] 1. Debts outstanding for more than six months Considered Good 404,935,414 231,675,007 Considered doubtful 312,184,916 154,180,328

717,120,330 385,855,335 Less : Provision for Doubtful debts Opening Balance Brought Forward 154,180,328 - Add: Provided During the year 158,004,588 404,935,414 154,180,328

231,675,007.00 2. Other Debts 121,515,172 558,580,392

526,450,586 790,255,399 SCHEDULE "9"CASH AND BANK BALANCES 1. Cash on Hand 2,380,408 3,772,662 2. Balance : With Scheduled Banks In Current Accounts 9,387,832 10,319,323 In Fixed Deposit Accounts 16,161,876 25,503,745

25,549,708 35,823,068 27,930,116 39,595,730


50

SCHEDULES

Rs.


Rs. Rs.


Rs.

SCHEDULE "10"LOANS AND ADVANCES[Unsecured, considered good] 1. Advances (recoverable in cash or in kind or for 108,802,416 146,453,522 value to be received)2. Prepaid Expenses 405,305 1,202,230 3. Share Application money 50,000,000 - 4. Sundry Deposits 3,839,142 12,565,682 5. Advance Tax and TDS 18,147,245 20,664,926 6. Loans to Employees 827,134 815,452

182,021,242 181,701,812 SCHEDULE "11" CURRENT LIABILITIES AND PROVISIONS 1. CURRENT LIABILITIES a) Acceptances - 49,420,042 b) Sundry Creditors 246,248,219 224,632,342 c) Other Liabilities 22,317,533 26,176,192 d) Unclaimed Dividend 2,135,072 2,157,644

270,700,824 302,386,220 2. PROVISIONS a) Provision for Taxation 48,316,176 48,556,520 b) Provision for Dividend Tax 3,916,514 7,416,514 52,232,690 55,973,034

322,933,514 358,359,254


51

SCHEDULES

SCHEDULES FORMING PART OF CONSOLIDATD PROFIT AND LOSS ACCOUNT

Rs.

For the period ended 31.03.10

Rs. Rs.


Rs. SCHEDULE "12" OTHER INCOME 1. Export Incentives 1,976,055 2,197,741 2. Dividends 42 37,650 3. ShareofProfitonFirm - 232,266 4. Rental Received (TDS Rs. 16133/- Previous year Rs. 254873/-)

127,311 1,298,665

5. Foreign Currency Gain 18,864,108 - 6. Interest ([TDS Rs. 127656/- Previous Year Rs. 2016567/-]

3,254,539 2,790,267

5. Miscellaneous Income 410,088 7,404,472 24,632,143 13,961,061

SCHEDULE "13"MATERIAL COSTA. Raw Materials ConsumedOpening Stocks 132,511,267 157,705,132 Add : Purchases 413,290,702 531,399,135

545,801,969 689,104,267 Less : Closing Stocks 132,589,560 132,511,267

413,212,409 556,593,000

B. Purchases of Finished Goods 18,388,746 1,775,327,387

C. Change in Stocks1. Opening Stocks of a) Finished Goods 222,646,833 289,833,004 b) Semi-finishedGoods 100,116,810 146,956,919

322,763,643 4367899232. Less : Closing Stocks of a) Finished Goods 249,364,300 222,646,833 b) Semi-finishedGoods 142,575,900 100,116,810 391,940,200 322,763,643 Net Changes (69,176,557) 114,026,280

D. Packing Materials Opening Stocks 20,741,929 51,029,402 Add: Purchases 53,043,368 44,282,568

73,785,297 95,311,970 Less: Closing Stocks 21,578,950 52,206,347 20,741,929 74,570,041

414,630,945 2,520,516,708

52

SCHEDULES

Rs.


Rs. Rs.


Rs. SCHEDULE "14"MANUFACTURING AND OTHER EXPENSESA. Manufacturing Expenses Power and Fuel 9,061,223 9,511,128 Insurance 718,139 1,517,401 Stores and Spares Consumed 3,475,453 2,698,765 Carriage Inwards & Transportation 5,207,606 5,233,502 Rent Factory,Godown and Lease Rent 4,336,923 8,323,776 Other Manufacturing Expenses 48,740,562 42,830,923 Repairs and Maintenance to : a) Building 513,360 459,089 b) Machinery 7,850,655 2,005,484 c) Others 1,806,333 2,189,573

81,710,254 74,769,641

B. Payments to and Provisions for Employees Salaries,Wages,BonusandOtherBenefits 43,531,016 51,581,332 Contribution to Provident and Other Funds 4,931,201 4,519,255 Welfare Expenses 774,393 2,079,872 49,236,610 58,180,459 C. Selling and Distribution Expenses Sales Promotion 15,911,697 26,866,024 Discount & Commission 21,046,271 20,429,309 Carriage , Sales Tax & Octroi 14,414,552 11,054,541 Advertisement and Publicity Expenses 3,312,405 38,419,968 Provisions for Bad & Doubtful Debts 158,004,588 154,180,328 212,689,513 250,950,170 D. Administrative and General Expenses Travelling and Conveyance 3,874,229 9,160,928 Subscription & Donation 113,391 259,522 Legal and Professional Charges 7,726,818 15,538,452 Printing and Stationery 711,618 1,038,415 Preliminary Expenses written off - 429,500 Loss on Sale of Fixed Assets 647,285 - Foreign Currency (Gain)/Loss - 39,794,382 Miscellaneous Expenses 15,194,238 28,267,579 16,539,413 82,760,612.00

371,903,956 466,660,882 SCHEDULE "15"INTEREST/FINANCE CHARGESOn Fixed Loans 17,830,923 26,225,175 To Bank and Others 165,419,245 103,808,382 Finance/Bank Charges 2,785,235 19,040,276

186,035,403 149,073,833 186,035,403 149,073,833

SCHEDULES FORMING PART OF CONSOLIDATD PROFIT AND LOSS ACCOUNT

53

SCHEDULES

SCHEDULE FORMING PART OF ACCOUNTS

SCHEDULE -16

NOTES ON ACCOUNTS

A. SIGNIFICANT ACCOUNTING POLICIES :

1 Basis of Consolidation :

A) Basis of Preparation :

TheconsolidatedfinancialstatementsarepreparedinaccordancewithAccountingStandard(AS)21on“ConsolidatedFinancial Statements” issued by the Institute of Chartered Accountants of India. Reference in these notes to Company, Companies or Group shall mean to include Today’s Writing Products Limited and its subsidiaries, unless otherwise stated.

B) Principle of Consolidation :

The Consolidated financial statements comprise of financial statements of Today’s Writing Products Limited(hereinafter referred as “Todays”) and 100% subsidiaries incorporated in India viz. Today’s Stationery Mart Limited (hereinafter referred as TSML), Today’s Infrastructure & Construction Limited (hereinafter referred as TICL), Today’s FluidTechnologiesLimited(hereinafterreferredasTFTL).Thefinancialstatementsofallthesecompaniesarepreparedaccording to uniform accounting policies, except in case of depreciation as pointed out in Para 4, in accordance with generally accepted accounting principles in India. The effect of inter-company transactions between the above mentioned companies are eliminated on consolidation.

C) Basis of Accounting :

Thefinancial statementsarepreparedunderthehistoricalcostconvention,onaccrualbasis, inaccordancewiththe generally accepted accounting principles in India, the Accounting Standards issued by the Institute of Chartered Accountants of India and the provisions of the Companies Act, 1956.

D) Other Significant Accounting Policies:

TherearesetoutinthenotesundersignificantaccountingpoliciesforfinancialstatementofrespectivecompaniesToday’s Writing Products Limited, Today’s Stationery Mart Limited, Today’s Infrastructure and Construction Limited and Today’s Fluid Technologies Limited.

2) Companies considered in the consolidated financial statement are

Subsidiaries

Name of the Company % voting power held as on 31.03.2010

Today’s Stationery Mart Limited 100Today’s Infrastructure and Construction Limited. 100Today’s Fluid Technologies Limited 100

3) Auditors’ Remuneration:

31st March 2010 31st March 2009

Audit Fees 1,80,000 5,68,025Tax Audit Fees 80,000 1,05,150Certification - 60,000Out of Pocket Expenses 1,32,639 1,58,549Total 392,639 891,724

54

SCHEDULE

4) Related Party Disclosure:

Related Party Disclosure as required by Accounting Standard 18 for the period ended 31/03/2010

Key Management Personnel & their Relatives

Rajesh Kumar Drolia DirectorRonald Netto DirectorPushpak Chavan DirectorAnita Drolia Relative of Director Chirag Drolia Relative of Director Akriti Drolia Relative of Director

EntitieswherekeyManagementPersonnelorrelativesofKeyManagementPersonnelhavesignificantInfluence

i) Other related parties in the group iii) Relatives of Functional Directors Where common control exists: Smt. Anita Drolia Rajesh Kumar Drolia (HUF) Mr. Chirag Drolia Premium Writing Products Shri Pawan Drolia Millennium Writing Products Pvt Ltd Ms. Akriti Drolia Ms. Swati Chavan

ii) Functional Directors

Shri Rajesh Kumar Drolia

Shri Ronald Netto

Shri Pushpak Chavan

The following transactions were carried out with related parties in ordinary course of business.

(Rs. In Lakhs)

Particulars Year (i) (ii) (iii) (iv) TotalLoans taken balance outstanding at year end 31.3.2010 127.74 127.74

31.3.2009 (138.58) (115.00) (253.58)

Managerial remuneration 31.3.2010 10.66 10.66

31.3.2009 (92.16) (92.16)

Service Charges 31.3.2010 171.45 - 171.45

31.3.2009 (156.35) (-) (7.20) (163.55)

Repair and Maintenance 31.3.2010 53.14 53.14

31.3.2009 (37.04) (37.04)

Sales 31.3.2010 1902.87 1902.87

31.3.2009 (750.72) (0.05) (750.77)

Purchase 31.3.2010 312.05 312.05

31.3.2009 (2057.06) (2057.06)

Purchase of Fixed Assets 31.3.2010 73.54 73.54

31.3.2009 (536.42) (536.42)

Rent Received 31.3.2010 - -

31.3.2009 (0.59) (0.59)

55

SCHEDULE

Rent Paid 31.3.2010 1.08 1.08

31.3.2009 (0.20) (0.20)

Expenses Reimbursed 31.3.2010 -

31.3.2009 (1.44) (1.44)

Professional Fees 31.3.2010

31.3.2009 (1.50) (1.50)

Deposit Given 31.3.2010

31.3.2009 (.50) (.50)

5) Segment Reporting:

Primary (Business) Segment:

The segment of theCompanyhas been identified in linewith theAccounting Standard 17 on “Segmental Reporting”issued by the ICAI, taking into account the organization structure as well as the different risks and return of different segments. However during the period under review the company was operating in single segment “stationery and writing instruments”, business activities of subsidiaries. were not in major operations hence segment reporting is not applicable.

6) Earning Per shares:

(Rs. In Lakhs)

Sr. No.

Particulars 2009-2010 2008-2009

1 NetProfit/(Loss)aftertax (3562.19) (3427.42)2 Less : Amount withdrawn from reserve for written off - -3 Balance available for distribution (3562.19) (3427.42)4 Weighted average no of shares (Equity shares of face value of Rs. 10/- each) 1,28,13,300 1,28,13,3005 Earning per share (Basic / Diluted) (27.80) (26.75)6 Earning per share annualized (Basic / Diluted) (27.80) (26.75)

7) Details of Deferred Tax Assets & liabilities are as under :

As on As on 31.03.2010 31.03.2009

Deferred Tax Assets /( liabilities ) 10,15,50,353 6,52,90,425 ___________ __________ 10,15,50,353 6,52,90,425 ___________ __________

8) Figures of the previous year have been regrouped, reclassified and/or rearranged wherever necessary. However the figure of the Balance sheet & the Profit & Loss account are not comparable with figures of previous year as M/S Today’s Petrotech Ltd & M/S Wellco Today’s Oil Limited are not subsidiary of the Today’s Writing Products Ltd during the year.

9) Other information required by Schedule VI of the Companies Act,1956, has been given only to the extent applicable.


(AJAY GUPTA)Partner M. No. 053071

Place : Dadra

Dated : 30th August 2010

56

PARTICULARS RELATING TO THE SUBSIDIARY COMPANIES PURSUANT TO SECTION 212 OF THE COMPANIES ACT, 1956

PARTICULARS RELATING TO THE SUBSIDIARY COMPANIES PURSUANT TO SECTION 212 OF THE COMPANIES ACT, 1956

1 Name of the Subsidiary Company Todays Stationery Mart Limited

Todays Infrastructure and Construction

Limited

Today’s Fluid Technologies Limited

2 Financial Year of the Subsidiary 31-03-2010 31-03-2010 31-03-2010

3 Share of Subsidiary held by the Todays Writing Products Limited on the above date

a) Number & Face Value 40,00,000 fully paid up equity shares of Rs. 10/-

each

50,000 fully paid up equity shares of Rs. 10/- each

50,000 fully paid up equity shares of Rs. 10/- each

b) Extent of Holding 100% 100% 100%

4 Net aggregate amount of losses of the Subsidiary for the Financial year ended 31.03.2010So far as they concern members of the Todays Writing Products Ltd (Rs. in Lacs)

a) Dealt with in the accounts of the Todays Writing Products Limited for the year ended 31.03.2010

N.A. N.A. N.A.

b) Not Dealt with in the accounts of the Todays Writing Products Limited for the year ended 31.03.2010

(112.07) 3.73 (0.06)

5 Net aggregate amounts of the Profits for the previous financialyear of the Subsidiary company since it became subsidiary so far as they concern members of the Todays Writing Products Limited as on 31.03.2010

N.A. N.A. N.A.

57

DIRECTORS’ REPORT

To,

The Members,

TODAY’S STATIONERY MART LIMITEDYour Directors have pleasure in presenting the Fourth Annual Report together with the audited accounts of the Company for the year ended 31st March 2010.

FINANCIAL RESULTS THE COMPANY’S FINANCIAL RESULTS FOR THE YEAR UNDER REVIEW ARE AS UNDER:

(Rs. in Lakhs)March 2010 March 2009

Sales and Other Income 35.98 1528.05 Profit before Depreciation and Interest, Tax, Extra Ordinary Item and Appropriation (74.56) (245.51)Less : Depreciation 7.90 7.92 Interest / Finance Charges 11.38 40.08Profit Before Tax and Extra ordinary item (93.84) (293.51)Less : Taxation 18.23 (21.85)Net profit carried to Balance Sheet (112.00) (271.66)

PERFORMANCE

The stand alone stores at Goregaon (w) is not performing to potential due to working capital issues and the bulk trading operation of the Co. is not generating enough margins to cover the cost.

DIVIDEND

In view of loss, your directors are not recommending any dividend during the year ended 31st March, 2010.

DIRECTORS’ RESPONSIBILITY STATEMENT

As stipulated in section 217(2AA) of the Companies Act, 1956, your directors subscribe to the “Directors’ Responsibility Statement” and confirm that:

a) that in the preparation of the annual accounts, the applicable accounting standards have been followed and there has been no material departure;

b) that the selected accounting policies were applied consistently and the directors made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at 31st March, 2010 and the loss of the Company for the year ended on that date;



DIRECTORS

In accordance with the requirements of the Companies Act, 1956, Mr. Rajesh Kumar Drolia, will retire by rotation at the ensuing Annual General Meeting and, being eligible, have offered himself for re-appointment.

Mr. Chirag Drolia and Mr. Anil Harlalka Directors of the Company have resigned from the Board with effect from 15.12.2009 and 05.01.2010 respectively. The Board placed on record their sincere appreciation of the services rendered by them during their tenure as Directors,

Mr.Pushpak Singh Chavan has been appointed as an additional Director w.e.f 05.01.2010 will hold office only up to the date of ensuing Annual general Meeting. Pursuant to section 257 of the companies Act, 1956, the Company has received notice from the member signifying his intention to propose the candidature of Mr.Pushpak Singh Chavan for the directorship of the Company.

AUDITORSM/s. Ajay Shobha & Co., Chartered Accountant is appointed in the Extra Ordinary General Meeting held on 26th June 2010 to fill the casual vacancy caused by resignation of existing auditor M/s Singrodia Goyal & Co. Chartered Accountants. M/s Ajay Shobha & Co. Chartered Accountants, retires as Auditors of the Company at the conclusion of the ensuing Annual General Meeting. The Company has received letter from them to effect that their appointment, if made, would be within the prescribed limits under Section 224(1B) of the Companies Act, 1956.

58

DIRECTORS’ REPORT

The Comments made by the auditors in their report are on following matters:

a) Compliance of retirement benefits of employee as per accounting standard 15(as-15)

The Auditors commented that the provisions of Gratuity and leave encashment did not made as per Accounting Standard (As-15). We would like to inform the shareholders that your Directors have considered this aspect very carefully and as the amount involved is very small it will not materially affect the results of the company. Further, the working of the only store that is in operation is on a low scale due to liquidity constraints and there are considerably lower no. of employees in the company that earlier. Hence, it was decided not to make any provision for the same.

b) Delay in deposit of sales tax and TDS liability

It was commented by the Auditors that Sales Tax and TDs Payment was delayed and TDS of Rs.6.91 Lacs not yet paid. Due to recurring losses, and the consequent liquidity constraints there is a delay. However, every effort is being made to ensure that statutory dues are paid at the earliest.

DEPOSITS

The Company has not accepted any deposits under Section 58A of the Companies Act, 1956.

INFORMATION PURSUANT TO SECTION 217 (1) (e) OF THE COMPANIES ACT, 1956

Particulars required under Section 217 (1) (e) of the Companies Act,1956 read with Rule 2 of the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules , 1988 and forming part of the Directors report for the period ended 31st March 2010 is provided to the extend it is application to the Company.

PARTICULARS AS PER SECTION 217 OF THE COMPANIES ACT, 1956

There were no employee in receipt of remuneration as specified under Section 217 (2A) of the Companies Act, 1956 read with the Companies (Particulars of employees) Rules, 1975 (as amended) and hence the information is not provided.

ACKNOWLEDGEMENT

Your Directors place on record their sincere appreciation for the co-operations and assistance received from banks, customers, suppliers and various government bodies and also to acknowledge the active co-operation extended by employee of the Company at all levels.

FOR AND ON BEHALF OF THE BOARD CHAIRMAN

Place: Mumbai

Date: 30/08/2010

ANNEXURE TO THE DIRECTORS REPORTINFORMATION REGARDING THE COMPANIES (DISCLOSURE OF PARTICULARS IN THE REPORT OF THE BOARD OF DIRECTORS) RULES, 1988.

A. FOREIGN EXCHANGE OUTGO (Rs.in Lacs)

March 2010 March 2009

1. Value of Import on C.I.F basis Traded goods 24.36 1.03

2. Expenditure in Foreign Exchange

Traveling Expenses - 0.71

For and On behalf of the Board

ChairmanPlace: Mumbai Date : 30/08/2010

59

AUDITORS’ REPORT

To the Members of Todays Stationery Mart Limited,

We have audited the attached Balance Sheet of Todays Stationery Mart Limited as at 31st March 2010, the Profit and Loss Account and the Cash Flow Statement for the year ended on that date, annexed thereto. These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these financial statements based on our audit.

1 We conducted our audit in accordance with the auditing standards generally accepted in India. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion.

2. As required by the Companies (Auditors Report) Order, 2003 and amendments thereto issued by the Central Government of India in terms of Section 227(4A) of the Companies Act, 1956, we annex hereto a statement on the matters specified in the paragraphs 4 and 5 of the said Order.

3. Further to our comments in the Annexure referred to in paragraph 2 above, we report that:

a) We have obtained all the information and explanations, which to the best of our knowledge and belief were necessary for the purpose of our audit.

b) In our opinion, proper books of accounts as required by law have been kept by the Company so far as it appears from our examination of those books.

c) The Balance Sheet, the Profit & Loss Account and the Cash Flow Statement dealt with by this report are in agreement with the books of accounts.

d) In our opinion and to the best of our information and according to the explanation given to us, the said Balance Sheet and Profit & Loss Account dealt with this report comply with the requirement of the Accounting Standards referred to in sub section (3C) of Section 211 of the Companies Act, 1956 except, Accounting Standard 15 (AS-15) relating to Accounting of Retirement Benefits of Employees as referred to in note 1 (B) of Schedule”15”.

e) On the basis of written representations received from the directors as on 31st March, 2010 and taken on record by the Board, we report that none of the directors is disqualified as on 31st March, 2010 from being appointed as a director in terms of clause (g) of subsection (1) of section 274 of the Companies Act, 1956.

f) In our opinion and to the best of our information and according to the explanations given to us, the said accounts, read together with notes appearing thereon give the information required by the Companies Act, 1956 in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India:

i) In the case of the Balance Sheet, of the state of affairs of the Company as at 31st March, 2010,

ii) In the case of the Profit and Loss Account, of the loss of the Company for the year ended on that date, and

iii) In the case of Cash Flow Statement, of the cash flows of the Company for the year ended on that date.

For Ajay Shobha & Co. Chartered Accountants Ajay Gupta

Place : Mumbai PartnerDate : 30th August 2010 Mem. No. : 053071

60

AUDITORS REPORT

Annexure to Auditors ReportAnnexure referred to in Paragraph 2 of the Auditors Report for the year ended 31st March 2010.

As required by the Companies (Auditors Report) Order, 2003 and amendments thereto and according to the information and explanations given to us during the course of the audit and on the basis of such checks of the books and records as were considered appropriate we report that:

(i) a) The Company has maintained proper records showing full particulars including quantitative details and situation of fixed assets.

b) The Fixed Assets have been physically verified by the management in accordance with a phased programme of verifi-cation, which in our opinion is reasonable, considering the size and nature of business. The frequency of verification is reasonable and no material discrepancies have been noticed on such physical verification.

c) During the year the company has not disposed off substantial part of the fixed assets and the going concern status of the company is not affected.

(ii) a) The inventories have not been physically verified by the management during the year..

b) In view of our comments in para (ii) (a) above, clause 2 (ii) of the said order is not applicable for the year under re-view.

c) The Company has maintained proper records of its inventories however since no physical verification were carried out during the year , discrepancies if any cannot be commented upon.

(iii) a) In our opinion the company has not granted any loans, secured or unsecured to companies firms or other parties cov-ered in the register maintained under section 301 of the Companies Act, 1956.

b) In view of our comments in para(iii) (a) above. Clause 4(iii) (b),(c) and (d) of the said order are not applicable

c) The Company has taken unsecured loans from holding company and one other company covered in the register main-tained under Section 301 of the Companies Act, 1956 on call basis. The maximum amount outstanding during the year was Rs. 278.10 lacs and the year-end balance was Rs. 278.10 lacs.

d) The rate of interest, was interest free, and other terms and conditions on which the loans have been taken are prima facie, not prejudicial to the interest of the Company;

e) In view of our comments in para (iii) (c) and (d) above, clause 4 (iii) (g) of the said Order is not applicable.

(iv) There are adequate internal control systems commensurate with the size of the Company and the nature of its business with regard to purchase of inventories and fixed assets and for the sale of goods and services. During the course of our audit, no major weakness has been noticed in the internal control systems.

(v) a) The particulars of contracts or arrangements referred to in Section 301 of the Companies Act, 1956 that needs to be entered into the register maintained under that section have been so entered.

b) The transactions made in pursuance of such contracts or arrangements have been made at prices which are reason-able having regard to the prevailing market prices at the relevant time

(vi) The Company has not accepted any deposits from the public.

(vii) The Company does not have a formal internal audit system commensurate with its size and nature of business but its financial and other internal checks, ensures proper recording of financial transactions.

(viii) The Central Government has not prescribed for maintenance of cost records under Section 209 (1) (d) of the Companies Act, 1956 for the Company.

(ix) a) Accordingly to the records of the Company, the undisputed statutory dues including Provident Fund, Employees’ State Insurance, Income Tax, Wealth Tax, Service Tax, Customs Duty, Excise Duty and Cess have been generally regularly de-posited with the appropriate authorities except serious delays were observed in case of deposit of Sales Tax and TDS

61

AUDITORS REPORT

Liability,. There are no undisputed amount payable in respect of such statutory dues which have remained outstand-ing as at 31st March, 2010 for a period more than six months from the date they became payable except TDS Liability amounting to Rs. 6,91,171.

b) According to the records of the Company, there are no dues of income tax, wealth tax, sales tax, service tax, custom duty, excise duty and cess which have not been deposited on account of any dispute with the relevant authorities

(x) The Company has been registered for a period less than five years. Accordingly, the provisions of paragraph 4 (x) of the said Order is not applicable.

(xi) The Company has defaulted in repayment of its dues to banks and financial institutions.

(xii) The Company has not granted any loans or advances on the basis of security by way of pledge of shares, debentures or other securities.

(xiii)The provisions of any Special Statute applicable to Chit Fund, Nidhi or Mutual Benefit Fund/ Societies are not applicable to the Company.

(xiv)The Company is not dealing in or trading in shares, securities, debentures and other investments.

(xv) The Company has not given any guarantee for loans taken by others from banks and financial institutions.

(xvi)As per the information and explanation given to us, the company has not obtained any Term loans during the year.

(xvii)On an overall examination of the balance sheet of the Company, we report that the no funds raised on short-term basis have been used for long term investments.

(xviii)During the year the company has not made any preferential allotment of shares to the parties and the companies covered in the register maintained under Sec. 301 of the Companies Act, 1956. Accordingly, Clause 4(xviii) of Companies (Auditors Report) Order 2003 is not applicable.

(xix) The Company has not issued any debentures during the year.

(xx) The Company has not raised money through a public issue during the year.

(xxi) There were no frauds on or by the Company noticed or reported during the course of our audit during the year.

For Ajay Shobha & Co. Chartered Accountants

Ajay GuptaPlace : Mumbai Partner

Date : 30th August 2010 Mem. No. : 053071

62

BALANCE SHEET

TODAY’S STATIONERY MART LIMITEDBALANCE SHEET AS AT 31ST MARCH 2010

Amount (Rs.)

Particulars Schedules As At 31.03.2010

As At 31.03.2009

SOURCES OF FUNDS

Shareholder's Funds

Share Capital 1 40,000,000 40,000,000

Loan Funds

Secured Loans 2 7,916,244 5,886,727

Unsecured Loans 3 27,810,490 23,437,311

75,726,734 69,324,038

APPLICATIONS OF FUNDS

Fixed Assets 4

Gross Block 11,166,255 11,283,882

Less: Depreciation 1,627,963 912,925

Net Block 9,538,292 10,370,956

Deferred Tax Assets 221,744 2,044,833

Current Assets, Loans & Advances

Inventories 5 6,794,650 25,187,601

Sundry Debtors 6 6,860,382 7,009,562

Cash & Bank Balances 7 648,511 776,996

Loans & Advances 8 13,570,417 15,763,167

27,873,960 48,737,326

Less : Current Liabilities and Provisions 9 13,857,350 32,572,263

Net Current Assets 14,016,610 16,165,062

Profit & Loss Account 51,950,088 40,743,186

75,726,734 69,324,038

Significant Accounting Policies and 15

Notes forming part of Accounts

As per our report of even date attached

For Ajay Shobha & Co. For and on behalf of the Board Chartered Accountants

Ajay GuptaPartner Director Director Mem. No. 053071

Place : Mumbai Date : 30th August 2010

63

PROFIT & LOSS

TODAY’S STATIONERY MART LIMITEDPROFIT & LOSS ACCOUNT FOR THE YEAR ENDED 31ST MARCH 2010

Amount (Rs.)

Particulars Schedules Year ended 31.03.2010

Year ended 31.03.2009

INCOME

Income from Operations 10 3,279,591 151394733

Other Income 11 318,355 1,410,689

3,597,946 152,805,422

EXPENDITURE

Cost of Goods Sold 12 6,137,899 146,967,158

Administrative & Other Expenses 13 4,916,183 30,390,147

Interest and Financial Charges 14 1,137,835 4,007,829

Depreciation 789,841 791,727

12,981,758 182,156,862

Profit / (Loss) Before Tax (9,383,812) (29,351,440)

Less : Provision for Taxation

- Current Tax - -

- Deferred Tax Liabilities / (Assets) 1,823,089 (2,253,502)

- Fringe Benefit Tax - 68,300

Profit / (Loss) After Tax (11,206,901) (27,166,238)

Balance Brought Forward from previous year (40,743,187) (13,576,948)

Carried Forward To Balance Sheet (51,950,088) (40,743,186)

Earning Per Share of Rs. 10 each (Rs.)

- Basic (2.80) (17.20)

- Diluted (2.80) (17.20)

Significant Accounting Policies and 15

Notes forming part of Accounts





64

CASH FLOW

TODAY’S STATIONERY MART LIMITEDCASH FLOW STATEMENT FOR THE YEAR ENDED 31ST MARCH 2010

Amount (Rs.)Particulars Year ended 31.03.2010 Year ended 31.03.2009

A. CASH FLOW FROM OPERATING ACTIVITIESNET PROFIT BEFORE TAX (93.84) (293.51)Adjustment for:Depreciation 7.90 7.92 Financial Charges - 40.08 Loss on sale of Fixed Assets 1.01 - Unrealized Loss/(Gain) on Foreing Exchange - 0.05 Sundry Balance Written Back - (1.51)

8.91 46.53 Operating profit before Working Capital changes (84.93) (246.98)Adjustment for:Inventories 183.93 (222.06)Trade and other receivalbes 23.43 (191.87)Trade Payables (187.15) 255.90

20.21 (158.03)Cash (Outflow) from operations (64.72) (405.01)Direct Taxes Paid - (3.31)NET CASH FLOW GENERATED FROM OPERATING ACTIVITIES (64.72) (408.33)

B. CASH FLOW FROM INVESTING ACTIVITIESInvestments in Fixed Assets (0.58) (15.33)NET CASH USED IN INVESTING ACTIVITIES (0.58) (15.33)

C. CASH FLOW FROM FINANCING ACTIVITIESProceeds from Share Capital 395.00 Proceeds from Secured Loan 20.29 58.87 Proceeds from Unsecured Loans 43.73 11.26 Financial Charges - (40.08)NET CASH FLOW GENERATED FROM FINANCING ACTIVITIES 64.02 425.05

NET INCREASE IN CASH AND CASH EQUIVALENTS (A+B+C) (1.28) 1.39 CASH AND CASH EQUIVALENT OPENING BALANCE 7.77 6.44

6.49 7.82 Add: Unrealized Gain on Foreing Exchange - (0.05)CASH AND CASH EQUIVALENT CLOSING BALANCE 6.49 7.77

Notes :1 The above cash flow statement has been prepared under the "indirect Method" as set out inthe Accounting Standard - 3

on cash flow statement issued by the Institute of Chartered Accountants of India. 2 The Previous year figure have been regrouped, rearranged wherever necessary in order to confirm to this year presentation.3 Figures in brackets reflect cash outflow.





65

SCHEDULES

TODAY’S STATIONERY MART LIMITEDSCHEDULES FORMING PART OF BALANCE SHEET AS AT 31ST MARCH 2010

Amount (Rs.)

Particulars As at 31.03.2010

As at 31.03.2009

Schedule - 1 : Share Capital

Authorised

5,000,000 (Previous Year 50,00,000) Equity Shares of Rs. 10/- Each 50,000,000 50,000,000

Issued, Subscribed & Paid-Up

4,000,000 (Previous Year 40,00,000) Equity Shares of Rs. 10/- each fully paid up 40,000,000 40,000,000

[ All the shares are held by the holding company

Today's Writing Products Limited and its nominees ]

40,000,000 40,000,000

Schedule - 2 : Secured Loan (See Note 5 (B), Schedule 15)

Term Loan from Bank 2,777,679 4,865,699

Cash Credit from Bank 5,138,565 1,021,028

7,916,244 5,886,727

Schedule - 3 : Unsecured Loans

From Holding Company 27,810,490 23,437,311

27,810,490 23,437,311

Schedule - 4 : Fixed Assets (At Cost Less Depreciation)

Amount (Rs.)

S.No. Assets Gross Block Depreciation Net Block

As at 01.04.2009

Additions during the

year

Deductions during the

year

As at 31.03.2010

Upto 31.03.2009

Sales/ Adjustments

during the year

Provided for the year

Upto 31.03.2010

As at 31.03.2010

As at 31.03.2009

1 Electrical Installations 15,000 20,000 35,000 847 1,626 2,473 32,527 14,153

2 Office Equipments 22,500 - 22,500 1,270 1,069 2,339 20,161 21,230

3 Furnitures and Fixtures

10,093,699 619,297 668,975 10,044,022 705,712 51,880 616,663 1,270,495 8,773,527 9,387,987

4 Computers 1,152,683 25,000 112,950 1,064,733 205,097 22,924 170,483 352,656 712,077 947,586

Total 11,283,882 664,297 781,925 11,166,255 912,926 74,804 789,841 1,627,963 9,538,292 10,370,956

Previous Year 9,750,461 1,533,421 - 11,283,882 121,198 791,727 912,925 10,370,957 9,629,263

66

SCHEDULES

TODAY’S STATIONERY MART LIMITEDSCHEDULES FORMING PART OF BALANCE SHEET AS AT 31ST MARCH 2010

Amount (Rs.)

Particulars As at 31.03.2010

As at 31.03.2009

Schedule - 5 : Inventories

( As Taken, Valued and Certified by the Management)

Finished Goods 6,794,650 25,187,601

6,794,650 25,187,601

Schedule - 6 : Sundry Debtors

(Unsecured considered good)

Debts outstanding for a period of more than six months 6,677,709 -

Other Debts 182,673 7,009,562

6,860,382 7,009,562

Schedule - 7 : Cash & Bank Balances

Cash in hand 511,280 512,799

Balance With Scheduled Banks

In Current Accounts 137,231 264,197

648,511 776,996

Schedule - 8 : Loans & Advances

(Unsecured, considered good)

Advance recoverable in cash or in kind or for value to be received 273,447 1,053,736

Advance against Property 12,000,000 12,000,000

Deposits 840,000 2,382,910

Advance Taxes and TDS 456,970 326,521

13,570,417 15,763,167

Schedule - 9 : Current Liabilities & Provisions

Current Liabilities

Sundry Creditors

Due to Micro, Small & Medium Enterprises (See Note 8(B), Schedule 15) - -

Due to Others 12,736,928 30,420,578

Other Liabilities 1,052,122 2,083,385

Provisions

Provisions For Fringe Benefit Tax 68,300 68,300

13,857,350 32,572,263

67

SCHEDULES

TODAY’S STATIONERY MART LIMITEDSCHEDULES FORMING PART OF PROFIT & LOSS AS AT 31ST MARCH 2010

Amount (Rs.)Particulars As at

31.03.2010 As at

31.03.2009Schedule - 10 : Income from OperationsSales 3,279,591 151,394,733

3,279,591 151,394,733

Schedule - 11 : Other IncomeRent Received (TDS Rs.16,133 (Previous Year Rs. 2,54,873) 127,311 1,239,625 Commission Income 21,159 19,569 Discount Received 4,532 - Foreign Exchange Profit 30,967 - Sundry balance written back 134,386 151,495

318,355 1,410,689 Schedule - 12 : Cost of Goods SoldOpening Stocks 25,187,601 2,981,149 Add: Purchases during the year 4,156,089 169,173,610 Less: last year material return 16,411,141 - Less: Closing Stocks 6,794,650 25,187,601

6,137,899 146,967,158 Schedule - 13 : Administrative & Other ExpensesA. Payments to and Provisions for EmployeesSalaries, Wages, Bonus and Other Benefits 827,835 3,201,757 Staff Welfare Expenses 12,274 278,938 Contribution to Provident Fund 19,509 55,713

859,618 3,536,408 B. Selling and Distribution ExpensesSales Promotion and Advertisement Expenses 23,009 14,930,309 Discount & Commission 1,692 -

24,701 14,930,309 C. Administrative and General ExpensesRent 2,699,000 5,176,000 Rates and Taxes 44,060 171,955 Insurance 12,705 8,316 Travelling and Conveyance 28,762 681,784 Communication Cost 51,771 117,234 Electricity Charges 432,503 2,160,774 Repairs & Maintenance - Others 269,460 207,604 Professional and Consultancy Charges 79,265 1,629,938 Directors Remuneration - 180,000 Auditor's Remuneration 15,000 100,000 Brokerage 100,000 - Printing and Stationery 14,765 175,211 Store Maintenance Charges 116,989 688,825 Loss on Sale of Fixed Assets 101,621 - Loss on Foreign Exchange Fluctuation (Net) - 5,350 Preliminary Expenses written off - 429,500 Miscellaneous Expenses 65,963 190,939

4,031,864 11,923,430 Total (A+B+C) 4,916,183 30,390,147 Schedule - 14 : Interest And Financial ChargesInterest on Fixed Loans 553,361 539,813 Interest on Other Loans 559,280 2,457,969 Bank Charges 25,194 1,010,047

1,137,835 4,007,829

68

SCHEDULE

Schedule “15”: - Significant Accounting Policies & Notes on Accounts

A. Significant Accounting Policies

1. Basis of Accounting:

The Financial Statements have been prepared under the historical cost convention on an accrual basis and in compliance with all material aspect with the notified Accounting Standard by Company (Accounting Standard) Rules 2006 and the relevant provision of the Companies Act, 1956.

2. Revenue Recognition:

i. Revenue in respect of sale of goods is recognized at the point of dispatch / passage of title of goods to the customers

ii. Sales are exclusive of Sales Tax / VAT, rebate and sales return.

iii. All other income is accounted for on accrual basis.

iv. Purchases are stated net of discount, rate differences, purchase returns etc.

3. Fixed Assets:

Fixed Assets are stated at original cost less accumulated depreciation. Cost comprises the purchase price and any attributable cost of bringing the assets to its working condition for intended use.

4. Depreciation:

Depreciation on fixed assets is provided on Straight Line Method in accordance with the provisions of section 205(2) of the Companies Act, 1956 at the rates and in the manner prescribed in Schedule XIV to the said Act.

5. Miscellaneous Expenditure:

i. Preliminary Expenses are being written off fully in the year of commercial activity.

6. Borrowing Costs:

Borrowing costs are recognised as an expense in the period in which they are incurred except the borrowing cost attributable to be acquisitions / constructions of qualifying assets which are capitalised as a part of the cost of the fixed assets, up to the date, the assets are ready for its intended use.

7. Inventories:

In terms of Accounting Standard (Revised) 2 “Valuation of Inventory” issued by the Institute of Chartered Accountants of India, inventories of traded goods are being valued at cost or net of realizable value whichever is lower, cost whereof is determined on first in first out basis.

8. Retirement Benefits:

i) Contribution to Provident Fund and Family Pension Fund are accounted on accrual basis with corresponding contribution to relevant authorities.

ii) Liabilities in respect of Gratuity and Leave Encashment are accounted on cash basis.

9. Treatment of Contingent Liabilities :

i) Provisions are recognized in terms of Accounting Standard 29- “Provisions, Contingent Liabilities and Contingent Assets issued by The Institute of Chartered Accountants of India (ICAI), when there is a present legal or statutory obligation as a result of past events where it is probable that there will be outflow of resources to settle the obligation and when a reliable estimate of the amount of the obligation can be made.

ii) Contingent Liabilities are recognized only when there is a possible obligation arising from past events due to occurrence or non-occurrence of one or more uncertain future events not wholly within the control of the company or where reliable estimate of the obligation cannot be made. Obligations are assessed on an ongoing basis and only those having a largely probable outflow of resources are provided for.

iii) Contingent Liabilities are disclosed by way of notes.

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SCHEDULE

10. Accounting for Taxation of Income :

Current taxes

Provision for current income-tax is recognized in accordance with the provisions of Indian Income- tax Act, 1961 and is made annually based on the tax liability after taking credit for tax allowances and exemptions.

Deferred taxes

Deferred tax assets and liabilities are recognized for the future tax consequences attributable to timing differences that result between the profits offered for income taxes and the profits as per the financial statements. Deferred tax assets and liabilities are measured using the tax rates and the tax laws that have been enacted or substantially enacted at the balance sheet date. Deferred tax Assets are recognized only to the extent there is reasonable certainty that the assets can be realized in the future. Deferred Tax Assets are reviewed as at each Balance Sheet date.

11. Impairment of Fixed Asset

As at the end of each year, the Company determine whether a provision should be made for impairment loss on fixed asset by considering the indication that an impairment loss may have occurred in accordance with Accounting Standard 28 on ‘’Impairment of Assets’’ . Where the recoverable amount of any fixed asset is lower than its carrying amount, a provision for impairment loss on fixed asset is made for the difference.

12. Foreign Currency Transactions:

i) The transactions in foreign currencies on revenue accounts are stated at the rate of exchange prevailing on the date of transaction.

ii) The difference on account of fluctuation in the rate of exchange, prevailing on the date of transaction and the date of realisation, are recognised in the Profit & Loss Account

iii) Differences on translation of Current Assets & Current Liabilities remaining unsettled at the year- end are recognised in the Profit & Loss Account.

B. Notes to the Accounts:

1. Liabilities in respect of gratuity & leave encashment are accounted for on payment basis which is not in conformity with Accounting Standard (AS)15 (Revised 2005) on Employee Benefits as notified by Companies (Accounting Standard) Rules 2006 which requires that Gratuity and Leave Encashment Liabilities be accounted for on accrual basis.

2. In the opinion of the Board, the Current Assets, Loans & Advances are approximately of the value stated and are realisable in the ordinary course of business except for those which are considered doubtful & provided for. The provision for all known liabilities is adequate.

3. Some of the sundry debtors, sundry creditors and loans & advances are subject to confirmation and reconciliation. Consequential adjustment thereof, if any, will be given effect into the books of accounts in the year of such adjustment.

4. Contingent Liabilities not provided for:

Estimated accounts of contracts remaining to be executed on capital account is Rs. Nil (Previous Year Rs.1,80,000,00/)

5. Secured Loans:

i) Term Loans of Rs. 27,77,679/- and Working Capital (Cash Credit) loan of Rs. 51,38,565/- from State Bank of India are secured by:

a) Hypothecation of stocks and debtors

b) Mortgaged on fixed assets financed by bank.

c) Extended equitable mortgage of flats of a director of the Company and his relatives.

70

SCHEDULE

d) Personal guarantee of two of its directors of the Company and their relatives.

e) Corporate guarantee of holding company “Today’s Writing Products Limited”.

6. Auditor’s Remuneration:Amount (Rs.)

Particular 31st March 10 31st March 09Audit Fees 10,000 75,000Tax Audit Fees 5,000 25,000Service Tax 10,300

Total 15,000 1,10,300

7. Additional Information Pursuant to the Provisions of Part II of the Schedule VI of the Companies Act 1956

Other additional information pursuant to para 3, 4C , 4D of part II of Schedule VI of the Companies Act, 1956 as applicable in the case of the Company being reported are as follows:

n Details of Opening Stock, Purchases, Turnover and Closing Stock

Particulars Opening Stock Purchases Sales Closing Stock QTY. VALUE QTY. VALUE QTY. VALUE QTY. VALUE

(Pcs.) (Rs.) (Pcs.) (Rs.) (Pcs.) (Rs.) (Pcs.) (Rs.) Writing Instruments 23234

(14,379) 538057

(455,836) (63,294) 3,08,559

( 1,479,949) ( 54,439) (4,000,858) (23,234) ( 538,057 )

Office Stationary (39,241) (2,525,313) (6,360,539) (167,693,661) (2,658,196) (147,393,875) (3,741,584) (24,649,544)TOTAL (53,620 ) ( 2,981,149) (6,423,833) (169,173,610) (2,712,635) (151,394,733) ( 3,764,818) (25,187,601)

n Expenditure in Foreign Exchange:

Particulars 31st March 10 31st March 09C.I.F. Value of Imports

Trading Goods 24,36,300 1,03,300Expenditure in Foreign Exchange

Travelling Expenses - 71,050

8. Amounts due to Micro, Small and Medium Enterprises:

The name of the Micro, Small and Medium Enterprises suppliers defined under “The Micro Small and Medium Enterprises Development Act 2006” could not be identified, as the necessary evidence is not in the possession of the Company.

9. Taxation:

i) No provision for Income Tax for the year has been made as the Company does not have any taxable income during the year as per the provisions of the Income Tax Act, 1961.

ii) In terms of Accounting Standard 22 on “Accounting for Taxes on Income” issued by the ICAI, the Company has recognised Deferred Tax Liability amounting to Rs. – 18,23,089/- for the year ended 31st March 2010 in the Profit & Loss Account.

The accumulated balance in Net Deferred Tax Liability / (Assets) comprises of: Amount (Rs.)

Particulars 31st March 10 31st March 09

Deferred Tax Liability / (Assets) (221744) (20,44,833)

71

SCHEDULE

10. Directors’ Remuneration:Amount (Rs.)

Particulars 31st March 10 31st March 09Directors Remuneration* - 1,80,000Total - 1,80,000

* Directors remunerations given to directors in the nature of Professional Fees.

11. Related Party Disclosures:

As required under Accounting Standard 18 “Related Party Disclosure” (AS-18) notified Accounting Standard by Company (Accounting Standard) Rules 2006, following are details of transactions during the year with the related parties of the Company as defined in AS 18:

i) For the year ended 31st March, 2010

a) Holding Company

Today’s Writing Products Limited

b) Key Management Personnel

Mr. Rajesh Kumar Drolia DirectorMr. Pushapak Chavan DirectorMr. Ronald Netto Director

c) Enterprises having same Key Management Personnel and / or their relatives as the reporting enterprises with whom the Company has entered into transactions during the year.

Millennium Writing Products Private Limited

Todays Petrotech Limited

Todays Infrastructure and Construction Limited

Premium Writing Products

Nature of Transactions In relation to (a) above

In relation to (b) above

In relation to (c) above

Unsecured Loans Taken as on year end 2009-10 2,78,10,490 - - 2008-09 (4,03,68,612) (-) (4,10,000)Unsecured Loans Given as on year end 2009-10 - 2008-09 (-)Advance Against Property 2009-10 - - - 2008-09 (-) (-) (1,20,00,000)Deposits 2009-10 - 2008-09 (-) (-) (50,000)Purchases 2009-10 411414 - - 2008-09 (2,76,004) (-) (2,17,10,218)Sales 2009-10 830065 - - 2008-09 (2,14,705) (5,538) (-)Rent Paid 2009-10 - - - 2008-09 (-) (-) (20,000)Expenses Reimbursed 2009-10 - - - 2008-09 (-) (53,670) (-)Directors Remuneration* 2009-10 - - - 2008-09 (-) (1,80,000) (-)Allotment of Equity Shares 2009-10 - - - 2008-09 (3,95,00,000) (-) (-)

72

SCHEDULE

12. Earning Per Share:

In accordance with Accounting Standard 20- “Earning Per Share” notified Accounting Standard by Company (Accounting Standard) Rules 2006, the computation of earning per share is set below:

Particular 31st March 2010 31st March 2009A Weighted average number of Equity Shares of Rs. 10/- each i Number of shares at the end of the period 4,000,000 4,000,000 ii Weighted average number of Equity Shares outstanding during the

period- 1,579,699

iii Weighted average number of Potential Equity Shares outstanding during the period

- -

iv Total number of Equity share for calculating Diluted Earning Per Share 4,000,000 1,579,699 B Net Loss after Tax available for Equity shareholders (Rs. in Lacs) (11,206,902) (27,166,238)C Basic Earning Per Share (in Rs.) {B/A (ii)} (2.80) (17.20)D Diluted Earning Per Share (in Rs.) {B/A (iv)} (2.80) (17.20)

13. The Company has incurred substantial losses and its net worth has became negative. However, having regard to the future expansion plans of the Company the financial statements have been prepared on the basis that the Company is a going concern and that no adjustments are required to the carrying value of assets and liabilities.

14. Figures of the previous year have been regrouped, reclassified and/or rearranged wherever necessary.

For Ajay Shobha & Co. For and on Behalf of the BoardChartered Accountants

Ajay Gupta Director DirectorPartnerMem No. 053071Place : Mumbai Date : 30th August 2010

73

TODAY’S STATIONERY MART LIMITEDSCHEDULES ANNEXED TO AND FORMING PART OF THE BALANCE SHEET AS AT 31ST MARCH 2010

Balance Sheet Abstract and Company’s General Business ProfileI. Registration Details

Registration No. : U21017MH2006LC165812 State Code :11

Balance Sheet Date : 31 3 2010

Date Month Year

II. Capital raised during the year (Rs. in Thousands)

Public Issue Nil Rights Issue Nil

Bonus Issue Nil Private Placement /

Promoters Contribution -

Call Unpaid Received Nil

III. Position of Mobilisation and Deployment of Funds (Rs. in Thousands)

Total Liabilities 75,727 Total Assets 75,727

Source of Funds

Paid-up Capital 40,000 Reserves and Surplus Nil

Secured Loans 7,916 Unsecured Loans 27,810


Net Fixed Assets 9,538 Investments Nil

Net Current Assets 14,017 Misc. Expenditure Nil

Accumulated Losses 51,950 Deferred Tax Assets 222

IV. Performance of Company. (Rs. in Thousands)

Turnover and Income 3,598 Total Expenditure 12,981

Profit Before Tax (9,384) Profit After Tax (11,207)

Earning Per Share in (Rs.) (2.80) Dividend Rate % Nil

V. Generic Names of Three Principal Products/Services of Company (As Per Monetary Terms)

Item Code No. (ITC Code) - Product Description -

Signatories to Schedule 1 to 15

As per our report of even date attachedFor Ajay Shobha & Co. For and on behalf of the Board Chartered Accountants



74

DIRECTORS’ REPORT

To,

The Members,

TODAY’S INFRASTRUCTURE AND CONSTRUCTION LIMITED

Your Directors have pleasure in presenting the Fourth Annual Report together with the audited accounts of the Company for the year ended 31st March 2010.

PERFORMANCE

During the year the Company has made profit of Rs. 3.73 Lacs (Previous year loss of Rs. 31.31 Lacs)

The Projects in which the Company has invested are proposing satisfactorily.

DIVIDEND

Your directors are not recommending any dividend during the year ended 31st March, 2010.


As stipulated in section 217(2AA) of the Companies Act, 1956, your directors subscribe to the “Directors’ Responsibility Statement” and confirm that:


b) that the selected accounting policies were applied consistently and the directors made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at 31st March, 2010 and the profit of the Company for the year ended on that date;



DIRECTORS

In accordance with the requirements of the Companies Act, 1956, Mr. Ronald Netto, Director of the Company will retire by rotation at the ensuing Annual General Meeting and, being eligible, have offered himself for re-appointment.

Mr. Rajiv Drolia who was appointed as an Additional Director of the Company, by the Board of Directors at the meeting held on 26/02/2010 who hold the office under section 260 of the Companies Act, 1956, until the date of ensuing Annual General Meeting and in respect of whom the Company has received notice from the member signifying his intension to propose the candidature of Mr. Rajiv Drolia for the directorship of the Company.

Mr. Chirag Drolia, Director of the Company has resigned as a Director with effect from 26th February, 2010 the Board placed on record their sincere appreciation of the services rendered by him during his tenure as Director.

AUDITORS

M/s Ajay Shobha & Co., Chartered Accountants, Statutory Auditors of the Company, retire at conclusion of the ensuing Annual General Meeting and being eligible for reappointment, they have filed a Certificate with the Company to the effect that their appointment, if made, will be within the limits specified in the subsection (1B) of Section 224 of the Companies act, 1956.

The Auditor has made comment on non-provision of Gratuity leave encashment in the books of accounts during the year. Since gratuity and leave encashment provision has no significant and material impact on the profitability/loss of the Company. The Directors assure to provide for above provision in the coming financial year.

The Comments made by the auditors in their report are on following matters:

a) Compliance of retirement benefits of employee as per accounting standard 15(as-15)

The Auditors commented that the provisions of Gratuity and leave encashment did not made as per Accounting Standard (As-15). In this respect we would like to inform that the there are very few employees in the company and the compa-ny’s main activity is investment in various projects which are not managed by the Company. Hence, there are hardly any workmen related liability of any significant amount.

75

DIRECTORS’ REPORT

b) Delay in deposit of sales tax, TDS liability and Fringe Benefit Tax

It was commented by the Auditors that Sales Tax and TDS Payment was delayed and TDS of Rs.3.75 Lacs and Fringe Ben-efit Tax of Rs.12,644.00 not yet paid. Due to acute shortage of fund and the consequent liquidity constraints there is a delay. However, every effort is being made to ensure that statutory dues are paid at the earliest.

DEPOSITS


INFORMATION PURSUANT TO SECTION 217 (1) (e) OF THE COMPANIES ACT, 1956

Particulars required under Section 217 (1) (e) of the Companies Act,1956 read with Rule 2 of the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules , 1988 and forming part of the Directors report for the period ended 31st March 2010 is not applicable to the Company.


There was no employee in receipt of remuneration as specified under Section 217 (2A) of the Companies Act, 1956 read with the Companies (Particulars of employees) Rules, 1975 (as amended) and hence the information is not provided.

ACKNOWLEDGEMENT

Your Directors place on record their sincere appreciation for the co-operations and assistance received from banks, customers, suppliers and various government bodies and also to acknowledge the active co-operation extended by employee of the Company at all levels.


CHAIRMAN

Place : MumbaiDate: 30th August 2010

76

AUDITORS’ REPORT

To

The Members

Today’s Infrastructure and Construction Limited

We have audited the attached Balance Sheet of Today’s Infrastructure and Construction Limited as at 31st March 2010 the Profit and Loss account and the Cash Flow Statement for the year ended on that date, annexed thereto. These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these fi-nancial statements based on our audit.

1. We conducted our audit in accordance with auditing standards generally accepted in India. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of mate-rial mis-statement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion.

2. As required by the Companies (Auditors’ Report) Order, 2003 issued by the Central Government of India in terms of sub-section (4A) of Section 227 of the Companies Act, 1956, we give in the annexure a statement on the matters specified in Paragraphs 4 & 5 of the said Order.

3. Further to our comments in the Annexure referred to in paragraph 2 above, we report that :

a) We have obtained all the information and explanations which, to the best of our knowledge and belief, were neces-sary for the purpose of our audit;

b) In our opinion, proper books of account as required by law have been kept by the Company so far as appears from our examination of such books;

c) The Balance Sheet, Profit & Loss Account and Cash Flow Statements dealt with by this report are in agreement with the books of account;

d) In our opinion the Balance Sheet, Profit & Loss Account and the Cash Flow Statements comply with the Accounting Standards referred to in Section 211(3C) of the Companies Act, 1956 to the extent applicable, except, Accounting Standard 15 (AS-15) relating to Accounting of Retirement Benefits of Employees as referred to in note (a) of Schedule “ 9”

e) On the basis of written representations received from the directors, as on 31st March 2010 and taken on record by the Board of Directors, we report that none of the directors is disqualified as on 31st March 2010 from being appointed as a director in terms of Section 274 (1) (g) of the Companies Act, 1956;

f) In our opinion and to the best of our information and according to the explanations given to us, the said accounts read with significant accounting policies and other notes thereon, give the information required by the Companies Act, 1956, in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India :

i) in the case of the Balance Sheet, of the state of affairs of the Company as at March 31, 2010

ii) in the case of Profit and Loss Account of the Profit of the Company for the year ended on that date.

iii) in the case of Cash Flow Statement, of the cash flows of the Company for the year ended on that date.


(AJAY GUPTA) Partner M. No. 053071

Place: Mumbai Dated: 30th August 2010

77

AUDITORS’ REPORT

ANNEXURE TO THE AUDITORS REPORT

(Referred to in paragraph 2 of Auditors Report on even date)


a) The Company has generally maintained proper records showing particulars, including quantitative details and situa-tion of fixed assets on the basis of information available.

b) The fixed assets are physically verified by the management, which in our opinion is reasonable having regard to the nature of its business. No material discrepancies between the books records and the physical inventory has been noticed on such verification.

c) No fixed assets has been disposed off by the Company during the year.

2. In respect of Inventories:-

There being no inventory during the year hence this clause is not applicable.

3. a) As per the information and explanation given to us, the Company has not granted any loan to the companies, firms or other parties covered in the register maintained under section 301 of the Companies Act, 1956.

b) In view our comment in para 3 (a) above, clause 4 (iii) (b) and (c) of the said Order is not applicable to the Company.

c) As informed the Company has taken unsecured loan from the holding company covered in the register maintained under section 301 of the Companies Act, 1956 and from body corporate on demand basis. The Maximum amount outstanding during the year was Rs.2881.93 Lacs to holding company, other body corporate Rs. 721.58 Lacs and with directors and relatives was Rs.132.00 Lacs and the year end balance with holding company was Rs. 2441.21 Lacs, other body corporate was Rs. 579.24 Lacs and with directors & relatives was Rs. 17.5 lacs.

d) In our opinion and according to the information and explanations given to us, the rate of interest and other terms & conditions for such loan is prima facie not pre-judicial to the interest of the Company.

4. In our opinion and according to the information and explanations given to us, there are adequate internal control proce-dures commensurate with the size of the Company and nature of its business.

5. a) According to the information and explanation given to us, we are of the opinion that during the year, the particulars of contract and arrangements referred to in section 301 of the Act have been entered in the register required to be maintained under that section.

b) In our opinion and according to the information and explanations given to us, there were no transaction pursuance of such contracts or arrangements and exceeding the value of rupees five lacs in respect of any party.

6. In our opinion and according to the information and explanations given to us, the Company has not accepted any deposits from the public within the meaning of Section 58A and 58AA of the Companies Act, 1956, and the rules framed there under.

7. The Company has an adequate internal audit system, which in our opinion, is commensurate with the size of the Company and the nature of its business.


9 (a) According to the information and explanations given to us, In our opinion the Company is generally regular in de-posited undisputed dues with the appropriate authorities including Income Tax, Sales Tax, Wealth Tax, Excise Duty, Cess and other material statutory dues except TDS liability Amounting to Rs.3,75,607.00 and Fringe Benefit Tax of Rs. 12,644.00 as applicable during the year.

b) According to the information and explanations given to us, there are no dues of Income Tax, Sales Tax, Wealth Tax, Service Tax, Excise Duty and Cess that have been pending on account of dispute as ona31st March, 2010.

10. The Company is not in existence for more than five years, accordingly the provisions of clause 4(X) of the said ordered are not applicable.

11. Based on our audit procedures and the information and explanations given by management, the Company has not taken any loan from Banks hence this clause is not applicable.

12. According to the information and explanations given to us, the Company has not given loans and advances on the basis of

78

AUDITORS’ REPORT

security by way of pledge of shares, debentures and other securities.

13. The Company is not a chit fund, nidhi or mutual benefit fund/society.

14. In our opinion and according to the information and explanations given to us, the Company is not a dealer/trader in the securities.

15. According to the information and explanation given to us and the records examined by us, the Company has given guaran-tee amounting to Rs. 400.00 Lacs to Sicom Investment and Finance Ltd for loan taken by holding company Today’s Writing Products Limited. The terms and conditions where of are prime facie prejudicial to the interest of the Company.

16. In our opinion, on the basis of information and explanations given to us, the Company has not taken any term loans.

17. According to the information and explanation given to us and overall examination of the balance sheet of the Company we are of the opinion that the Company has not utilized any short term funds for long term investments.

18. The company has not made any preferential allotment of shares to parties or companies covered in the register main-tained under section 301 of the Companies Act, 1956.

19. The Company has not issued any debentures during the year.

20. The Company has not raised any money by public issued during the year.

21. According to the information and explanations given to us, no fraud on or by the Company has not noticed or reported during the year.


(AJAY GUPTA) Partner M. No. 053071

Place: Mumbai

Dated: 30th August 2010

79



AJAY GUPTA Partner M. NO. 053071

(Director) (Director)

Place : Mumbai

Dated : 30 th August, 2010

BALANCE SHEET



Schedules Rs. Rs. Rs. Rs.

SOURCES OF FUNDSSHAREHOLDERS' FUNDS

Share Capital [1] 500,000 500,000

Share Application Money (Pending Allotment) 1,000,000 1,000,000

LOAN FUNDS

Unsecured Loans [2] 303,795,018 366,551,254

305,295,018 368,051,254

APPLICATION OF FUNDS

FIXED ASSETS [3]

(a) Gross Block 57,150 57,150

(b) Less : Depreciation 18,134 8,870

(c) Net Block 39,016 48,280

(d) Capital Work-in Progress (including capital ad-vances) 316,034,161 358,652,661

316,073,177 358,700,941

INVESTMENTS [4] 58,500 1,257,266

DEFFERED TAX ASSETS 1,256,415 1,137,995

CURRENT ASSETS, LOANS AND ADVANCES

(a) Cash and Bank Balances [5] 5,431,990 232,729

(b) Loans and Advances [6] 79,030,588 97,576,059

84,462,578 97,808,788

LESS: CURRENT LIABILITIES AND PROVISIONS

(a) Current Liabilities [7] 99,675,014 94,346,480

(b) Provisions 12,644 12,644

99,687,658 94,359,124

NET CURRENT ASSETS (15,225,080) 3,449,664

PROFIT AND LOSS ACCOUNT (DR) 3,132,006 3,505,389

305,295,018 368,051,254


80

PROFIT AND LOSS ACCOUNT





Place : Mumbai


For the Year ended

For the year ended

31.03.2010 31.03.2009

Schedules Rs. Rs. Rs.

INCOME

Share of Profit from Firm - 232,266

Interest Received 2,100,000 -

EXPENDITURE

Administrative & General Expenses [8] 1,835,773 4,481,730

Depreciation 9,264 7,873

1,845,037 4,489,603

Profit / (Loss) Before Tax 254,963 (4,257,337)

Less: Provision for Deferred Tax (118,420) (1,139,149)

Fringe Benefit Tax - 12,644

Profit / (Loss) after Tax 373,383 (3,130,832)

Add: Balance Brought Forward from Previous Year (3,505,389) (374,556)

BALANCE CARRIED TO BALANCE SHEET (3,132,006) (3,505,388)

Basic and Diluted Earning Per Share(annualised) 7.47 (62.62)


Number of shares used in computing earning per share 50,000 50,000


81

CASH FLOW

TODAY’S INFRASTRUCTURE AND CONSTRUCTION LIMITED CASH FLOW STATEMENT ANNEXED TO THE BALANCE SHEET FOR THE YEAR ENDED 31ST MARCH 2010

(Rupees in Lacs)

Mar-10 Mar-09

Rs. Rs. Rs. Rs.

A. CASH FLOW FROM OPERATING ACTIVITIES

Net Profit before tax 2.55 (42.57)

Adjusted for :

Depreciation 0.09 0.08

0.09 0.08

Operating Profit before Working Capital Changes 2.64 (42.49)


Receivable 185.45 (912.67)

Trade Payable 53.29 534.89

Taxes Paid - (0.45)

Cash used in operating activities 238.74 (378.23)

Cash generated from operations 241.38 (420.72)

B. CASH FLOW FROM INVESTING ACTIVITIES

Purchase of Fixed Assets 426.19 (551.30)

Investment in Partnership Firm 11.99 438.17 (12.57)

Cash used in Investing Activities 679.55 (563.87)

C. CASH FLOW FROM FINANCING ACTIVITIES

Unsecured loan (627.56) 979.33

Cash flow from financing Activities (627.56) 979.33

Net increase in cash and cash Equivalents (A+B+C) 51.99 (5.26)







Place : Mumbai


82

SCHEDULES

SCHEDULE [3]

FiXED ASSETS

Sr. No. Particulars GROSS BLOCK (AT COST) DEPRECIATION NET BLOCKAs at

01-04-2009Addition

during the period

As at31-03-2010

Up to31-03-2009

For the year

31.3.2010

Up to31-03-2010

As at31-03-2010

As At31-03-2009

Rs. Rs. Rs. Rs. Rs. Rs. Rs. Rs.

1 Computers 57,150 - 57,150 8,870 9,264 18,134 39,016 48,280

Total 57,150 - 57,150 8,870 9,264 18,134 39,016 48,280

Previous Year 6,800 50,350 57,150 997 7,873 8,870 48,280 5,803

Capital Work in Progress 316,034,161 358,652,661

SCHEDULE "4"

INVESTMENTS

In Partnership firms 58,500 1,257,266

58,500 1,257,266

SCHEDULE "5"CASH AND BANK BALANCES

1. Cash on Hand 99,082 98,967 2. Bank Balances : With Scheduled Banks a) On Current Accounts 2,332,908 133,762

b) On Fixed Deposit Accounts 3,000,000 -5,43,1990 232,729

TODAY’S INFRASTRUCTURE AND CONSTRUCTION LIMITEDSCHEDULES FORMING PART OF THE BALANCE SHEET

As at 31st As at 31St March, 2010 March, 2009

Rs. Rs. SCHEDULE "1"SHARE CAPITAL :AUTHORISED :100,000 Equity Shares of Rs. 10 each 1,000,000 1,000,000 ISSUED, SUBSCRIBED AND PAID UP : 50,000 (Previous Year 50000) Equity Shares of Rs.10 each

500,000 500,000

fully paid-up(The entire shares are held by the holding Company M/s. Today’s Writing Products Ltd. and its nominees) 500,000 500,000 SCHEDULE "2"UNSECURED LOANS Loan from Directors & Relatives 1,750,000 13,200,000 From Holding Company 244,121,369 281,193,254 Inter Corporate Deposits 57,923,649 72,158,000

303,795,018 366,551,254

83

SCHEDULES

TODAY’S INFRASTRUCTURE AND CONSTRUCTION LIMITEDSCHEDULES FORMING PART OF THE BALANCE SHEET

As at 31st As at 31St

March, 2010 March, 2009

Rs. Rs.

SCHEDULE "6"

LOANS AND ADVANCES

[Unsecured, considered good]

1. Advances (recoverable in cash or in kind or for value to be received)

78,950,588 97,366,059

2. Sundry Deposits 80,000 210,000

79,030,588 97,576,059

SCHEDULE "7"


1. CURRENT LIABILITIES

(a) Sundry Creditors (Refer Note No. e in Schedule 9)

45,699,407 40,423,036

(b) Other Liabilities 375,607 323,444

(c) Advance received 53,600,000 53,600,000

99,675,014 94,346,480

2 PROVISONS

a) F ringe Benefit Tax 12,644 12,644 12,644 12,644

99,687,658 94,359,124

SCHEDULE "8"

Administrative and General Expenses

Salary & Other Benefits 679,405 776,200

Guest House Expenses 70,000 439,740

Postage & Telegram - 460

Advertisement expenses - 1,938

Travelling & Conveyance 79,660 292,224

Bank Charges 8,161 35,518

Printing and Stationery 19,135 55,454

Legal & Consultancy Expenses 855,345 2,743,730

General Expenses 529 4,463

Business Promotion Expenses 104,338 26,900

Filing Fees 4,200 14,400

Repairs & Maintenance - 7,147

Telephone Expenses - 1,500

Audit Fees 15,000 15,000

Accounting charges - 15,000

Rent - 52,056

1,835,773 4,481,730

84

SCHEDULES

SCHEDULE FORMING PARTS OF ACCOUNTS

SCHEDULE ‘9’

NOTES ON ACCOUNTS


A. ACCOUNTING CONCEPTS

a) The financial statements have been prepared under the historical cost convention in accordance with generally accepted accounting principles and the provisions of the Companies Act, 1956 consistently followed by the Company.

B. FIXED ASSETS

a) Fixed assets are stated at cost of acquisition.

C) DEPRECIATION

i) Depreciation on fixed assets is provided on Straight Line Method in accordance with the provisions of section 205(2) of the Companies Act, 1956 at the rates and the manner prescribed in Schedule XIV to the said Act.

ii) Depreciation on the Fixed Assets added during the year is calculated on pro-rata basis with reference to the date of addition.

D) BORROWING COSTS

Borrowing costs that are attributable to the acquisition or construction of qualifying assets are capitalized as part of the cost of such assets. A qualifying asset is one that necessarily takes substantial period of time to get ready for intended use. All other borrowing costs are charged to revenue

E) MISCELLANEOUS EXPENDITURE

Preliminary Expenses

Preliminary Expenses are fully written off in the period in which they are incurred.

Pre-operative Expenses

Expenses which are incurred prior to commencement of business activities are capitalized and these will be allocated to assets.

F) RETIREMENT BENEFITS AND LEAVE ENCASHMENT

Retirement benefits are dealt with in the following manner:

i) Contribution to Provident Fund and Family Pension Fund are not applicable to company, hence not accounted for during the year.

ii) Liabilities in respect of gratuity & Leave Encashment are accounted on cash basis.

G) REVENUE RECOGNITION

All other income is accounted for on accrual basis.

H) IMPAIRMENT OF ASSETS:

Impairment is ascertained at each balance sheet date in respect of the company’s fixed assets. An impairment loss is recognized wherever the carrying amount of an asset exceeds its recoverable amount. The recoverable amount is the greater of the net selling price and value in use. In assessing value in use, the estimated future cash flows are discounted to their present value based on an appropriate discount factor. This is in accordance with the Accounting Standard issued in this regard by the Institute of Chartered Accountants of India.

I) ACCOUNTING FOR PROVISIONS, CONTINGENT LIABILITIES & CONTINGENT ASSETS


85

SCHEDULES

Contingent Liabilities are recognized only when there is a possible obligation arising from past events due to occurrence or non-occurrence of one or more uncertain future events not wholly within the control of the company or where reliable estimate of the obligation cannot be made. Obligations are assessed on an ongoing basis and only those having a largely probable outflow of resources are provided for.

Contingent Assets are not recognized in the financial statements.

J) SEGMENT REPORTING

The business of the Company falls under a single segment i.e., “Infrastructure & Construction”. In view of the general clarification issued by the Institute of Chartered Accountants of India for companies operating in single segment, the disclosure requirement as per Accounting Standard 17 “ Segment Reporting” are not applicable to the Company

NOTES

a) Liabilities in respect of gratuity & leave encashment are accounted for on payment basis which is not in conformity with Accounting Standard (AS)15 (Revised 2005) on Employee Benefits as notified by Companies (Accounting Standard) Rules 2006 which requires that Gratuity and Leave Encashment Liabilities be accounted for on accrual basis

(b) Loans & Advances are subject to confirmation.

(c) Related Party disclosure under Accounting Standard 18 (As certified by management)

Relationships:i) Holding Company ii)Functional DirectorsToday’s Writing Products Ltd. Shri Rajesh Kumar Drolia

Shri Ronald NettoShri Rajiv Drolia

iii) Relatives of Functional Directors iv) Other related parties in the group where common control exists

Smt. Anita Drolia Today’s Stationery Mart LimitedM/s Rajesh Kumar Drolia(HUF) Millennium Writing Products Private Limited

Today’s Petrotech Ltd

The following transactions were carried out with related parties in ordinary course of business. (Rs. in Lacs)

ParticularsYear (i) (ii) (iii) (iv) Total

Loans & Advances taken balance outstanding at year end

31.03.2010 2441.21 - 17.5 110.23 2568.9431.03.2009 (2811.93) (-) (132.00)

(121.58) (3065.51)Advance received against Property during the year

31.03.2010 - - - - -31.03.2009 (416.00) (120.00) (536.00)

Loan & Advances Given 31.03.2010 90.99 90.9931.03.2009 (-) (-)

(d) AUDITORS REMUNERATION

31.03.2010 31.03.2009 Rs. Rs.

Audit Fees 15,000/- 15000/- --------------------------------------- --------------------------------------- 15,000 15000/- --------------------------------------- ---------------------------------------

(e) The company has not received any information from any of the suppliers of their being a Small Scale Industrial unit. Hence, the amount due to the Small Scale Industrial unit outstanding as on 31.03.2010 are not ascertainable.

86

(f) Contingent Liability

Since there are no contingent liabilities identified for the period, no disclosure is required as per Accounting Standard - 29 on “Contingent Liabilities and Provisions”

(g) There is no other additional information pursuant to para 3, 4C, 4D of part II of Schedule 6 of Companies Act, 1956, except information regarding expenditure in foreign exchange.

(h) Previous year’s figures have been regrouped / rearranged wherever necessary to confirm to the current period grouping.





Place : Mumbai


87

TODAY'S INFRASTRUCTURE AND CONSTRUCTION LIMITEDINFORMATION PURSUANT TO PART IV OF SCHEDULE VI TO THE COMPANIES ACT.1956.

BALANCE SHEET EXTRACT AND COMPANY’S GENERAL BUSINESS PROFILE

I. REGISTRATION DETAILSRegistration No. : U45201MH2006PLC165811State Code : 11Balance Sheet Date : 31/3/2010

II. CAPITAL RAISED DURING THE YEAR (AMOUNT IN RS. THOUSAND)Public Issue : Nil Right Issue : NilBonus Issue : Nil Private Placement : Nil

III. POSITION OF MOBILISATION & DEVELOPMENT OF FUNDS (AMOUNT IN RS. THOUSAND)Total Liabilities : 305,295 Total Assets : 305,295 Sources of FundsPaid- Up Capital : 500 Secured Loans : - Share Application : 1,000 Reserve & Surplus : - Unsecured Loans : 303,795

Application of FundsNet Fixed Assets : 316,073 Investment : 59 Net Current Assets : (15,225) PROFIT & LOSS DR. : 3,132 Deferred Tax 1,256

IV. PERFORMANCE OF COMPANY (AMOUNT IN RS. THOUSAND)Turnover & Other Income : 2,100 Total Expenditure : 1,845 Profit before tax : 255 Profit After Tax : 373 Earnings per Share (Rs.) : 7.47 Dividend rate : -

V. GENERIC NAMES OF THREE PRINCIPAL PRODUCTS/ SERVICES OF COMPANY (AS PER MONETARY ITEMS)Item Code No. (ITC CODE) : N.A.Product Description : N.A.Previous year's figures have been regrouped / rearranged wherever necessary

Signature to Schedule “1 to 9”





Place : Mumbai


88

DIRECTORS’ REPORT

To, The Members, TODAY’S FLUID TCHNOLGIES LIMITED

Your Directors are pleased to present the Third Annual Report together with the audited accounts of the Company for the year ended 31st March 2010.

PERFORMANCE

During the year under review, your Company has incurred a loss of Rs. 0.06 Lacs (previous year Rs.0.07 Lacs)

DIVIDEND

In view of loss, your directors are not recommending any dividend during the year ended 31st March, 2010.


As stipulated in section 217(2AA) of the Companies Act, 1956, your directors subscribe to the “Directors’ Responsibility Statement” and confirm that :


b) that the selected accounting policies were applied consistently and the directors made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at 31st March, 2010 and the loss of the Company for the year ended on that date;



DIRECTORS

In accordance with the requirements of the Companies Act, 1956, Mr. Ronald Netto , Director of the Company will retire by rotation at the ensuing Annual General Meeting and, being eligible, have offered himself for re-appointment.

AUDITORS

M/s Ajay Shobha & Co., Chartered Accountants, Statutory Auditors of the Company, retire at the ensuing Annual General Meeting and being eligible for reappointment, they have filed a Certificate with the Company to the effect that their appointment, if made, will be within the limits specified in the subsection (1B) of Section 224 of the Companies act, 1956.

The Notes on Accounts referred to in the Auditor’s Report and comments made there in are self-explanatory and therefore do not call for any further comments.

DEPOSITS


INFORMATION PURSUANT TO SECTION 217 (1)(e) OF THE COMPANIE ACT, 1956

Particulars required under Section 217 (1) (e) of the Companies Act,1956 read with Rule 2 of the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules , 1988 and forming part of the Directors report for the period ended 31st March 2010 are not applicable to the Company.


There was no employee in receipt of remuneration as specified under Section 217 (2A) of the Companies Act, 1956 read with the Companies (Particulars of employees) Rules, 1975 (as amended) and hence the information is not provided.

ACKNOWLEDGEMENT

Your Directors place on record their sincere appreciation for the co-operations and assistance received from all concerned during the year.


CHAIRMAN

Place : Mumbai

Date: 30/08/2010

89

AUDITORS’ REPORT

To The Members Today’s Fluid Technologies Limited

We have audited the attached Balance Sheet of Today’s Fluid Technologies Limited as at 31st March 2010 and the Profit and Loss account and the Cash Flow Statement for the year ended on that date, annexed thereto. These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these financial statements based on our audit.

1. We conducted our audit in accordance with auditing standards generally accepted in India. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material mis-statement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion.

2. As required by the Companies (Auditors’ Report) Order, 2003 issued by the Central Government of India in terms of sub-section (4A) of Section 227 of the Companies Act, 1956, we give in the annexure a statement on the matters specified in Paragraphs 4 & 5 of the said Order.

3. Further to our comments in the Annexure referred to in paragraph 2 above, we report that :

a) We have obtained all the information and explanations which, to the best of our knowledge and belief, were necessary for the purpose of our audit;

b) In our opinion, proper books of account as required by law have been kept by the Company so far as appears from our examination of such books;

c) The Balance Sheet, Profit and Loss Account and Cash Flow Statements dealt with by this report are in agreement with the books of account;

d) In our opinion the Balance Sheet, Profit and Loss Account and the Cash Flow Statements comply with the Accounting Standards referred to in Section 211(3C) of the Companies Act, 1956 to the extent applicable.

e) On the basis of written representations received from the directors, as on 31st March 2010, and taken on record by the Board of Directors, we report that none of the directors is disqualified as on 31st March 2010 from being appointed as a director in terms of Section 274 (1) (g) of the Companies Act, 1956;

f) In our opinion and to the best of our information and according to the explanations given to us, the said accounts read with significant accounting policies and other notes thereon, give the information required by the Companies Act, 1956, in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India :

i) in the case of the Balance Sheet, of the state of affairs of the Company as at March 31, 2010;

ii) in the case of the Profit and Loss account, of the loss of the Company for the year ended on that date.

iii) In case of the Cash Flow Statement, of the cash flows of the Company for the year ended on that date.


(AJAY GUPTA)Partner

M. No. 053071

Place :Mumbai

Dated :30th August 2010

90

ANNEXURE TO THE AUDITORS’ REPORT

(Referred to in paragraph 3 of Auditors Report on even date)


There being no fixed assets hence this clause is not applicable.

2. In respect of Inventories :-

Since there is no inventory during the period, this clause is not applicable.

3. a) As per the information and explanation given to us, the Company has not granted any loan to the companies, firms or other parties covered in the register maintained under section 301 of the Companies Act, 1956.

b) In view our comment in para 3 (a) above, clause 4 (iii) (b) and (c) of the said Order is not applicable to Company.

c) As informed the Company has taken a loan from the holding company covered in the register maintained under section 301 of the Companies Act, 1956 on demand basis. The maximum amount outstanding during the period was Rs.0.42 Lacs and the year end balance was Rs. 0.42 Lacs.

d) In our opinion and according to the information and explanations given to us, the said loan is interest free and other terms & conditions on which the loan has been taken is prima facie not pre-judicial to the interest of the Company.

e) In view of our comments in para (iii) (d) and (e) above clause 4 (iii) (g) of the said Order is not applicable to the Company.

4. In our opinion and according to the information and explanations given to us, there are adequate internal control procedures commensurate with the size of the Company and nature of its business.

5. a) According to the information and explanation given to us, we are of the opinion that during the period, the particulars of contract and arrangements referred to in section 301 of the Act have been entered in the register required to be maintained under that section.

b) In our opinion and according to the information and explanations given to us, there were no transactions made in pursuance of such contracts or arrangements and exceeding the value of rupees five lacs in respect of any party.

6. In our opinion and according to the information and explanations given to us, the Company has not accepted any deposits from the public within the meaning of Section 58A and 58AA of the Companies Act, 1956, and the rules framed there under.

7. The Company has an adequate internal audit system, which in our opinion, is commensurate with the size of the Company and the nature of its business.


9. (a) According to the information and explanations given to us, there is no undisputed statutory dues in respect of Income Tax, Sales Tax, Service Tax and other statutory dues , which were outstanding as on 31St March,2010 for a period of more than six months from the date they became payable.

b) According to the information and explanations given to us and the records of the company examined by us there is no amount due in respect of any disputed Sales-Tax, Income Tax, Service Tax and others.

10. The Company is not in existence for more than five years hence the provision of clause 4 (x) of the said Order is not applicable.

11. Based on our audit procedures and the information and explanations given by management, the Company has not taken any loan from Banks hence this clause is not applicable.

12. According to the information and explanations given to us, the Company has not given loans and advances on the basis of security by way of pledge of shares, debentures and other securities.

13. The Company is not a chit fund, nidhi or mutual benefit fund/society.

14. In our opinion and according to the information and explanations given to us, the Company is not a dealer/trader in the securities.

15. According to the information and explanation given to us and the records examined by us, the Company has not given any guarantee for loans taken by others from banks or financial institutions during the period.

91

ANNEXURE TO THE AUDITORS’ REPORT

16. In our opinion, on the basis of information and explanations given to us, the Company has not taken any term loans.

17. According to the information and explanation given to us and overall examination of the balance sheet of the Company we are of the opinion that the Company has not utilized any short term funds for long term investments.

18. The Company has not made any preferential allotment of shares to parties or companies covered in the register maintained under section 301 of the Companies Act, 1956.

19. The Company has not issued any debentures during the period.

20. The Company has not raised any money by public issue during the period.

21. According to the information and explanations given to us, no fraud on or by the Company has not noticed or reported during the period.


(AJAY GUPTA)Partner

M. No. 053071

Place:Mumbai Dated :30th August 2010

92

BALANCE SHEET

TODAY’S FLUID TECHNOLOGIES LIMITED

BALANCE SHEET AS AT 31ST MARCH 2010Schedules As at 31st

March 2010 Rs.

As at 31st March 2009

Rs.

A. SOURCES OF FUNDS

1. SHAREHOLDERS FUNDS

Share Capital [1] 500,000 500,000

2. LOAN FUNDS

Unsecured Loan [2] 42,000 42,000

542,000 542,000

B. APPLICATION OF FUNDS

1. CURRENT ASSETS, LOANS AND ADVANCES

Cash and Bank Balances [3] 479,083 480,001

LESS :CURRENT LIABILITIES AND PROVISIONS [4]

Current Liabilities 10,000 5,000

NET CURRENT ASSETS 469,083 475,001

2. PROFIT AND LOSS ACCOUNT (DR) 72,917 66,999

NOTES TO ACCOUNTS [5]

542,000 542,000

As per our attached report of even date

For AJAY SHOBHA & CO. FOR AND ON BEHALF OF THE BOARD Chartered Accountants

AJAY GUPTA Partner Director Director M. NO. : 053071

Place : MumbaiDated: 30th August, 2010

93

PROFIT AND LOSS ACCOUNT


PROFIT AND LOSS ACCOUNT FOR THE PERIOD ENDED 31ST MARCH, 2010Schedule For the period

ended 31.03.2010

Rs.

For the periodended

31.03.2009 Rs.

INCOME - -

- -

EXPENDITURE

Bank Charges - 1,180

Audit Fees 5,000 5,000

Printing & Stationery Expenses - 515

General Expenses 18 743

Filing fees 900

Profit / (Loss) Before Tax (5,918) (7438)

Provision for Tax - -

Profit / (Loss) after Tax (5,918) (7,438)

Add.: Balance Brough Forward From Previous Year (66,999) (59,561)

BALANCE CARRIED TO BALANCE SHEET (72,917) (66,999)

Basic and Diluted Earning Per Share(annualised) (0.12) (0.15)


Number of shares used in computing earning per share 50,000 50,000


As per our attached report of even date

For AJAY SHOBHA & CO. FOR AND ON BEHALF OF THE BOARD Chartered Accountants



94

CASH FLOW


CASH FLOW STATEMENT ANNEXED TO THE BALANCE SHEET FOR YEAR ENDED 31ST MARCH 2010

Rs.

(Rs. in Lacs)Mar-10

Rs. Rs.

(Rs. in Lacs)Mar-09

Rs.

A. CASH FLOW FROM OPERATING ACTIVITIES

Net Profit before tax (0.06) (0.07)

Adjusted for :

Depreciation

- -

Operating Profit before Working Capital Changes (0.06) (0.07)


Trade Payable 0.05

Cash used in operating activities 0.05 -

Cash generated from operations (0.01) (0.07)

B. CASH FLOW FROM INVESTING ACTIVITIES

Purchase of Fixed Assets

Miscelleneous Expenses - -

Cash used in Investing Activities - -

C. CASH FLOW FROM FINANCING ACTIVITIES

Share Capital - Unsecured Loan - 0.14

Cash flow from financing Activities - 0.14

Net increase in cash and cash Equivalents (A+B+C) (0.01) 0.07



As per our attached report of even date For AJAY SHOBHA & CO. FOR AND ON BEHALF OF THE BOARD Chartered Accountants



95

SCHEDULE


SCHEDULES FORMING PART OF THE BALANCE SHEET As at 31st

March 2010 Rs.

As at 31st March 20089

Rs.

SCHEDULE “1”SHARE CAPITAL :

AUTHORISED SHARE CAPITAL :

1,00,000 Equity Shares of Rs. 10 each 1,000,000 1,000,000

ISSUED, SUBSCRIBED AND PAID UP CAPITAL:

50,000 (Previous Year 50,000) Equity Shares of Rs.10 each fully paid-up

(Entire Share Capital is held by the Holding Company,

Today’s Writing Products Limited and its nominees) 500,000 500,000

500,000 500,000

SCHEDULE “2”

UN-SECURED LOAN

From Holding Company 42,000 42,000

42,000 42,000

SCHEDULE “3”

CASH AND BANK BALANCES

1. Cash on Hand 468,701 469,619

2. Bank Balances with Schedule Bank

On Current Account 10,382 10,382

479,083 480,001

SCHEDULE “4”


a) Sundry Creditors for expenses 10,000 5,000

10,000 5,000

96

SCHEDULE


SCHEDULES FORMING PART OF THE BALANCE SHEETSCHEDULE ‘ 5 ’

NOTES ON ACCOUNTS


A. ACCOUNTING CONCEPTS

a) The financial statements have been prepared under the historical cost convention in accordance with generally accepted accounting principles and the provisions of the Companies Act, 1956 consistently followed by the Company.

B. MISCELLANEOUS EXPENDITURE

Preliminary Expenses

Preliminary Expenses are fully written off in the year in which they are incurred.

C. RETIREMENT BENEFITS AND LEAVE ENCASHMENT

i) There being no employee employed during the year, so Provident Fund, Family Pension, Leave Encashment and Gratuity Act are not applicable to company.

D. REVENUE RECOGNITION

i) All incomes are accounted for on accrual basis.

E TAXATION

Tax liability of the company is estimated considering the provisions of the Income Tax Act, 1961. Deferred Tax is recognised subject to the consideration of prudence, on timing differences, being the difference between taxable income and accounting income that originate in one period and are capable of reversal in one or more subsequent periods.

F ACCOUNTING FOR PROVISIONS, CONTINGENT LIABILITIES & CONTINGENT ASSETS


Contingent Liabilities are recognized only when there is a possible obligation arising from past events due to occurrence or non-occurrence of one or more uncertain future events not wholly within the control of the company or where reliable estimate of the obligation cannot be made. Obligations are assessed on an ongoing basis and only those having a largely probable outflow of resources are provided for.

Contingent Assets are not recognized in the financial statements.

K SEGMENT REPORTING

Since there being no business in the company during the year, segment reporting disclosure as required by Accounting Standard 17 “ Segment Reporting” are not applicable to the Company

NOTES

1. Balances of Loans & Advances and Sundry Creditors are subject to confirmation and reconciliation.

2. Related Party disclosure under Accounting Standard 18 (As certified by management)

97

Relationships:

i) Holding Company ii) Functional Directors Today’s Writing Products Ltd. Shri Rajesh Kumar Drolia

Shri Ronald Nettoiii) Relatives of Functional Directors Smt. Anita Drolia Ms. Akriti Drolia

The following transactions were carried out with related parties in ordinary course Of business.Rs. in Lacs

Particulars Year (i) (ii) (iii) TotalLoans taken balance outstanding at year end

31.03.2010 0.42 0.4231.03.2009 (0.42) (0.42)

3. AUDITORS REMUNERATION

31.3.2010 31.3.2009

Rs. Rs.

Audit Fees 5000.00 5000.00

5000.00 5000.00

f. The Company has not received any information from any of the suppliers of their being a Small Scale Industrial Unit. Hence, the amount due to the Small Scale Industrial units outstanding as on 31.03.2010 are not ascertainable.

g. Contingent Liability

Since there are no contingent liabilities identified for the period, no disclosure is required as per Accounting Standard – 29 on ”Contingent Assets Liabilities and Provisions”.

h. There is no other additional information pursuant to para 3, 4C, 4D of part II of Schedule 6 of the Companies Act, 1956.

i. Previous year’s figures have been regrouped/rearranged wherever necessary to conform to the current period grouping.

As per our attached Report of even dateFor AJAY SHOBHA & CO. FOR AND ON BEHALF OF THE BOARDChartered Accountants

AJAY GUPTA (DIRECTOR) (DIRECTOR)PartnerM.No.53071

Place: MumbaiDate: 30th August, 2010

SCHEDULE

98


SCHEDULES FORMING PART OF THE BALANCE SHEETBalance Sheet Abstract and Company’s General Business ProfileI. Registration Details

Registration No. : U11100MH2007PLC173240 State Code :11

Balance Sheet Date : 31 3 2010

Date Month Year

II. Capital raised during the year (Rs. in Thousands)

Public Issue Nil Rights Issue Nil

Bonus Issue Nil Private Placement Nil

III. Position of Mobilisation and Deployment of Funds (Rs. in Thousands)

Total Liabilities 542 Total Assets 542

Source of Funds

Paid-up Capital 500 Secured Loans -

Reserves & Surplus – Unsecured Loans 42


Net Fixed Assets - Misc. Expenditure -

Net Current Assets 469 Profit & Loss a/c DR. 73

IV. Performance of Company. (Rs. in Thousands)

Turnover and Other Income - Total Expenditure 5

Profit Before Tax (5) Profit After Tax (5)

Earning Per Share in (Rs.) 0.12 Dividend Rate % -

V. Generic Names of Three Principal Products/Services of Company (As Per Monetary Terms)

Item Code No. (ITC Code) N.A. Product Description N.A.

Signatories to Schedule 1 to 5

As per our attached report of even date For AJAY SHOBHA & CO. FOR AND ON BEHALF OF THE BOARD Chartered Accountants



TODAY’S WRITING PRODUCTS LIMITEDRegistered Office : Survey No.251/2, Valsad Falia, Near Jain Temple, Dadra – 396 193

Dadra & Nagar Haveli (U.T.)

ATTENDANCE SLIP

L.F.No.

DPID

Account ID

No. Of Shares Held

I/We hereby record my/our presence at the Eighteenth Annual General Meeting of the Company to be held on, the 29th September, 2010 at 9.00 a.m. at the Registered Office of the Company at, Survey No. 251/2, Valsad Falia, Near Jain Temple, Dadra - 396 193, Dadra & Nagar Haveli, (U.T.).

NAME OF THE SHAREHOLDER(IN BLOCK LETTERS)

SIGNATURE OF THE SHAREHOLDER

NAME OF THE PROXY(IN BLOCK LETTERS)

SIGNATURE OF THE PROXY

Notes:You are requested to sign and handover this slip at the entrance.If you are attending the meeting in person or by proxy, your copy of the Annual Report may please be brought by you/your proxy for reference at the meeting.

X -----------------------------------------------------------------------------------------------------------------------------------------------------X

TODAY’S WRITING PRODUCTS LIMITEDRegistered Office : Survey No.251/2, Valsad Falia, Near Jain Temple, Dadra – 396 193

Dadra & Nagar Haveli (U.T.)

FORM OF PROXY

L.F.No.

DPID

Account ID

No. Of Shares Held I/We ______________________________________________________________________________________________________

of being a member/members of TODAY’S WRITING _______________________________________________________________

PRODUCTS LIMITED hereby appoint __________________________________________________________________________ of

_____________________________________________or failing him ______________________of _________________________

as my/our proxy to vote for me/us on my/our behalf at the Eighteenth Annual General Meeting of the Company to be held on Wednesday the 29th September, 2010 at 9.00 a.m. or at any adjournment thereof.

Signed this …………………. day of ………… 2010

Note:This form in order to be effective should be duly stamped, completed and signed and must be lodged at the Registered Office of the Company not less than 48 hours before the meeting.

PleaseAffix

Rupee OneRevenueStamp

BOOK-POST

If undelivered, please return to :

TODAY’S WRITING PRODUCTS LIMITEDSurvey No. 251/2, Valsad Falia, Near Jain Temple, Dadra, Dadra & Nagar Haveli, (U.T.) - 396193, India

Documents

TODAY’S WRITING PRODUCTS LIMITED · 4 NOTICE NOTICE is hereby given that the Eighteenth Annual General Meeting of the members of TODAY’S WRITING PRODUCTS LIMITED will be held